Exhibit 4.2


 


GENERAL BY-LAW


 


BY-LAW
NO. 1


 


A BY-LAW RELATING GENERALLY TO THE CONDUCT OF
THE AFFAIRS OF


 


1051825 ALBERTA
LTD.


 


(hereinafter called the “Corporation”)


 


IT IS HEREBY ENACTED as a by-law of the
Corporation as follows:


 


DIVISION ONE

INTERPRETATION


 


1.01                           In the by-laws of the Corporation,
unless the context otherwise specifies or requires:


 


a.                                       “Act” means the Business
Corporations Act of Alberta, as from time to time amended and every
statute that may be substituted therefore and, in the case of such
substitution, any references in the by-laws of the Corporation to provisions of
the Act shall be read as references to the substituted provisions therefore in
the new statute or statutes;


 


b.                                      “appoint” includes “elect” and vice versa;


 


c.                                       “articles” means the articles of incorporation or
continuance of the Corporation, as from time to time amended or restated;


 


d.                                      “board” means the board of directors of the
Corporation;


 


e.                                       “business day” means a day which is not a
non-business day;


 


f.                                         “by-laws” means this by-law and all other by-laws of
the Corporation from time to time in force and effect;


 


g.                                      “meeting of shareholders” includes an annual and a
special meeting of shareholders;


 


h.                                      “non-business day” means Saturday, Sunday and any
other day that is a holiday as from time to time defined in The Interpretation Act of Alberta;


 


i.                                          “Regulations” means the regulations under the Act as
published or from time to time amended and every regulation that may be
substituted therefore and, in the case of such substitution, any references in
the by-laws of the Corporation to provisions of the Regulations shall be read
as references to the substituted provisions therefore in the new regulations;


 

















 


j.                                          “signing officer” means, in relation to any
instrument, any person authorized to sign the same on behalf of the Corporation
by virtue of section 3.01 of this by-law or by a resolution passed
pursuant thereto; and


 


k.                                       “special meeting of
shareholders” means a meeting of any particular class or classes of
shareholders and a meeting of all shareholders entitled to vote at any annual
meeting of shareholders at which special business is to be transacted.


 


Save as aforesaid, all terms which are contained in the by-laws of the
Corporation and which are defined in the Act or the Regulations shall, unless
the context otherwise specifies or requires, have the meanings given to such
terms in the Act or the Regulations. 
Words importing the singular number include the plural and vice versa;
the masculine shall include the feminine; and the word “person” shall include
an individual, partnership, association, body corporate, body politic, trustee,
executor, administrator and legal representative.


 


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.


 


DIVISION TWO

BANKING AND SECURITIES


 


2.01                           Banking
Arrangements


 


The banking business of the Corporation including, without limitation,
the borrowing of money and the giving of security therefore, shall be
transacted with such banks, trust companies or other bodies corporate or
organizations or any other persons as may from time to time be designated by or
under the authority of the board.  Such
banking business or any part thereof shall be transacted under such agreements,
instructions and delegations of power as the board may from time to time
prescribe or authorize.


 


2.02                           Voting Rights in Other Bodies Corporate


 


The signing officers of the Corporation may execute and deliver
instruments of proxy and arrange for the issuance of voting certificates or
other evidence of the right to exercise the voting rights attaching to any
securities held by the Corporation. 
Such instruments, certificates or other evidence shall be in favour of
such person or persons as may be determined by the officers executing such
proxies or arranging for the issuance of such voting certificates or evidence
of the right to exercise such voting rights. 
In addition, the board, or failing the board, the signing officers of
the Corporation, may direct the manner in which and the person or persons by
whom any particular voting rights or class of voting rights may or shall be
exercised.


 


DIVISION THREE

EXECUTION OF INSTRUMENTS


 


3.01                           Authorized Signing Officers


 


Unless otherwise authorized by the board, deeds, transfers,
assignments, contracts, obligations, certificates and other instruments may be
signed on behalf of the Corporation by any two of the president, chairman of
the board, managing director, any vice-president, any director, secretary,


 


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treasurer, any assistant secretary or any assistant treasurer or any other
officer created by by-law or by the board. 
In addition, the board may from time to time direct the manner in which
and the person or persons by whom any particular instrument or class of
instruments may or shall be signed.  Any
signing officer may affix the corporate seal to any instrument requiring the
same, but no instrument is invalid merely because the corporate seal is not
affixed thereto.


 


3.02                           Cheques, Drafts and Notes


 


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


 


DIVISION FOUR

DIRECTORS


 


4.01                           Number


 


The board shall consist of such number of directors as is fixed by the
articles, or where the articles specify a variable number, shall consist of
such number of directors as is not less than the minimum nor more than the
maximum number of directors provided in the articles and as shall be fixed from
time to time by resolution of the shareholders.


 


4.02                           Election
and Term


 


Subject to the articles or a unanimous shareholder agreement, the
election of directors shall take place at each annual meeting of shareholders and
all of the directors then in office, unless elected for a longer period of time
(not to exceed the close of the third (3rd) annual meeting of shareholders
following election), shall retire but, if qualified, shall be eligible for
re-election.  The number of directors to
be elected at any such meeting shall, subject to the articles or a unanimous
shareholder agreement, be the number of directors then in office, or the number
of directors whose terms of office expire at the meeting, as the case may be, except
that, if cumulative voting is not required by the articles and the articles
otherwise permit, the shareholders may resolve to elect some other number of
directors.  Where the shareholders adopt
an amendment to the articles to increase the number or minimum number of
directors, the shareholders may, at the meeting at which they adopt the
amendment, elect the additional number of directors authorized by the
amendment.  If an election of directors
is not held at the proper time, the incumbent directors shall continue in
office until their successors are elected. 
If the articles provide for cumulative voting, each director elected by
shareholders (but not directors elected or appointed by creditors or employees)
ceases to hold office at the annual meeting and each shareholder entitled to
vote at an election of directors has the right to cast a number of votes equal
to the number of votes attached to the shares held by him multiplied by the
number of directors he is entitled to vote for, and he may cast all such votes
in favour of one candidate or distribute them among the candidates in any
manner.  If he has voted for more than
one candidate without specifying the distribution among such candidate, he
shall be deemed to have divided his votes equally among the candidates for whom
he voted.


 


4.03                           Removal
of Directors


 


Subject to the Act and the articles, the shareholders may by ordinary
resolution passed at a special meeting remove any director from office, except
a director elected by employees or creditors pursuant to the articles or a
unanimous shareholder agreement, and the vacancy created by such removal


 


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may be filled at the same meeting, failing which it may be filled by
the board.  However, if the articles
provide for cumulative voting, no director shall be removed pursuant to this
section where the votes cast against the resolution for his removal would,
if cumulatively voted at an election of the full board, be sufficient to elect
one or more directors.


 


4.04                           Consent


 


A person who is elected or appointed a director is not a director
unless:


 


a.                                       he was present at the meeting when he was elected or
appointed and did not refuse to act as a director, or


 


b.                                      if he was not present at the meeting when he was elected
or appointed:


 


i.                                          he consented in
writing to act as a director before his election or appointment or within ten
(10) days after it, or


 


ii.                                       he has acted as a director pursuant to the election or appointment.


 


4.05                           Vacation
of Office


 


A director of the Corporation ceases to hold office when:


 


a.                                       he dies or resigns;


 


b.                                      he is removed in accordance with section 109 of
the Act; or


 


c.                                       he becomes disqualified under subsection 105(1)
of the Act.


 


4.06                           Committee
of Directors


 


The directors may appoint from among their number a managing director,
who must be a resident Canadian, or a committee of directors, however
designated, of which at least half of the members must be resident Canadians,
and subject to section 115 of the Act may delegate to the managing director
or such committee any of the powers of the directors.  A committee may be comprised of one director.


 


4.07                           Transaction of Business of Committee


 


Subject to the provisions of this by-law with respect to participation
in a meeting by telephone, the powers of a committee of directors may be
exercised by a meeting at which a quorum is present or by resolution in writing
signed by all of the members of such committee who would have been entitled to
vote on that resolution at a meeting of the committee.  Meetings of such committee may be held at any
place in or outside Alberta and may be called by any one member of the
committee giving notice in accordance with the by-laws governing the calling of
meetings of the board.


 


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4.08                           Procedure


 


Unless otherwise determined herein or by the board, each committee
shall have the power to fix its quorum at not less than a majority of its
members, to elect its chairman and to regulate its procedure.


 


4.09                           Remuneration
and Expenses


 


Subject to any unanimous shareholder agreement, the directors shall be
paid such remuneration for their services as the board may from time to time
determine.  The directors shall also be
entitled to be reimbursed for travelling and other expenses properly incurred
by them in attending meetings of the board or any committee thereof.  Nothing herein contained shall preclude any
director from serving the Corporation in any other capacity and receiving remuneration
therefor.


 


4.10                           Vacancies


 


Subject to the Act, a quorum of the board may fill a vacancy among the
directors, except a vacancy resulting from an increase in the number or minimum
number of directors or from a failure to elect the number or minimum number of
directors required by the articles.  If
there is not a quorum of directors, or if there has been a failure to elect the
number or minimum number of directors required by the articles, the directors
then in office shall forthwith call a special meeting of shareholders to fill
the vacancy and, if they fail to call a meeting or if there are no directors
then in office, the meeting may be called by any shareholder.


 


4.11                           Action
by the Board


 


Subject to any unanimous shareholder agreement, the board shall manage
the business and affairs of the Corporation. 
Notwithstanding a vacancy among the directors, a quorum of directors may
exercise all the powers of the directors. 
If the Corporation has only one director, that director may constitute a
meeting.


 


DIVISION FIVE

MEETING OF DIRECTORS


 


5.01                           Place
of Meeting


 


Meetings of the board may be held at any place within or outside
Alberta.


 


5.02                           Notice
of Meeting


 


Unless the board has made regulations otherwise, meetings of the board
may be summoned on twenty-four (24) hours’ notice, given verbally or in
writing, and whether by means of telephone or telegraph, or any other means of
communication.  A notice of a meeting of
directors need not specify the purpose of or the business to be transacted at
the meeting except where the Act requires such purpose or business to be
specified, including any proposal to:


 


a.                                       submit to the shareholders any question or matter
requiring approval of the shareholders;


 


b.                                      fill a vacancy among the directors or in the office
of auditor;


 


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c.                                       issue securities, except in the manner and on the
terms authorized by the board;


 


d.                                      declare dividends;


 


e.                                       purchase, redeem or otherwise acquire shares issued
by the Corporation, except in the manner and on the terms authorized by the board;


 


f.                                         pay a commission for the sale of shares;


 


g.                                      approve a management proxy circular;


 


h.                                      approve any financial statements to be placed before
the shareholders at an annual meeting; or


 


i.                                          adopt, amend or repeal
by-laws.


 


Provided, however, that a director may in any manner, and either before
or after the meeting, waive notice of a meeting and attendance of a director at
a meeting of the board shall constitute 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.


 


For the first meeting of the board to be held immediately following an
election of directors no notice of such meeting shall be necessary, and for a
meeting of the board at which a director is to be appointed to fill a vacancy
in the board, no notice of such meeting shall be necessary to the newly elected
or appointed director or directors in order to legally constitute the meeting,
provided, in each case, that a quorum of the directors is present.


 


5.03                           Adjourned
Meeting


 


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


 


5.04                           Calling
of the Meetings


 


Meetings of the board shall be held from time to time at such time and
at such place as the board, the chairman of the board, the managing director,
the president or any two directors may determine.  Should more than one of the above-named call a meeting at or for
substantially the same time, there shall be only one meeting held and such
meeting shall occur at the time and place determined by, in order of priority,
the board, any two directors, the chairman, or the president.


 


5.05                           Regular
Meetings


 


The board may, from time to time, appoint a day or days in any month or
months for regular meetings of the board at a place and hour to be named.  A copy of any resolution of the board fixing
the place and time of such regular meetings shall be sent to each director
forthwith after being passed, and forthwith to each director subsequently
elected or appointed, but no other notice shall be required for any such
regular meeting except where the Act or this by-law requires the purpose
thereof or the business to be transacted thereat to be specified.


 


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5.06                           Chairman


 


The chairman of any meeting of the board shall be the first mentioned
of such of the following officers as have been appointed and who is a director
and is present at the meeting:  chairman
of the board, managing director or president. 
If no such officer is present, the directors present shall choose one of
their number to be chairman.


 


5.07                           Quorum


 


Subject to the following section 5.08, the quorum for the
transaction of business at any meeting of the board shall consist of a majority
of the directors holding office or such greater number of directors as the
board may from time to time determine.


 


5.08                           Half Canadian Representation at
Meetings


 


Directors shall not transact business at a meeting of directors unless
at least half of the directors present are resident Canadians.  Notwithstanding the foregoing, directors may
transact business at a meeting of directors when less than half of the
directors present are resident Canadians if:


 


a.                                       a resident Canadian director who is unable to be
present approves in writing or by telephone or other communications facilities
the business transacted at the meeting; and


 


b.                                      the number of resident
Canadian directors present at the meeting, together with any resident Canadian
director who gives his approval under clause (a), totals at least half of
the directors present at the meeting.


 


5.09                           Voting


 


Questions arising at any meeting of the board shall be decided by a
majority of votes, and in the event of any equality of votes, the chairman of
the meeting shall be entitled to a second or casting vote.


 


5.10                           Meeting
by Telephone


 


A director may participate in a meeting of the board or a committee of
the board by means of such telephone or other communication facilities as
permit all persons participating in the meeting to hear each other, and a
director participating in such meeting by such means is deemed to be present at
the meeting.


 


5.11                           Resolution in Lieu of Meeting


 


Notwithstanding any of the foregoing provisions of this by-law, a
resolution in writing signed by all the directors entitled to vote on that
resolution at a meeting of the board or a committee of directors is as valid as
if it had been passed at a meeting of the board or committee of directors, as
the case may be.  A copy of every such
resolution shall be kept with the minutes of the proceedings of the directors
or committee of directors.  Any such
resolution in writing is effective for all purposes at such time as the
resolution states regardless of when the resolution is signed and may be signed
in counterpart.


 


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5.12                           Amendments
to the Act


 


It is hereby affirmed that the intention of sections 4.06, 5.08 and
7.03, as they relate to Canadian representation, is to comply with the minimum
requirements of the Act and in the event that such minimum requirements shall
be amended, deleted or replaced such that no, or lesser, requirements with
respect to Canadian representation are then in force, such sections shall be
deemed to be correspondingly amended, deleted or replaced without any further
act of the directors or shareholders of the Corporation.


 


DIVISION SIX

PROTECTION OF DIRECTORS, OFFICERS
AND OTHERS


 


6.01                           Conflict
of Interest


 


A director or officer shall not be disqualified from his office, or be
required to vacate his office, by reason only that he is a party to, or is a
director or officer or has a material interest in any person who is a party to,
a material contract or proposed material contract with the Corporation or a
subsidiary thereof.  Such a director or
officer shall, however, disclose the nature and extent of his interest in the
contract at the time and in the manner provided by the Act.  Subject to the provisions of the Act, a
director shall not by reason only of his office be accountable to the
Corporation or to its shareholders for any profit or gain realized from such a
contract or transaction, and such contract or transaction shall not be void or
voidable by reason only of the director’s interest therein, provided that the
required declaration and disclosure of interest is properly made, the contract
or transaction is approved by the directors or shareholders, if necessary, and
it was fair and reasonable to the Corporation at the time it was approved and,
if required by the Act, the director refrains from voting as a director on the
contract or transaction.


 


6.02                           Limitation
of Liability


 


Every director and officer of the Corporation, in exercising his powers
and discharging his duties, shall act honestly and in good faith with a view to
the best interests of the Corporation and shall exercise the care, diligence
and skills that a reasonably prudent person would exercise in comparable
circumstances.  Subject to the
foregoing, no director or officer, for the time being of the Corporation, shall
be liable for the acts, neglects or defaults of any other director or officer
or employee or for joining in any act for conformity, or for any loss, damage
or expense happening to the Corporation through the insufficiency or deficiency
of title to any property acquired by the Corporation or for or on behalf of the
Corporation or for the insufficiency or deficiency of any security in or upon
which any of the moneys of or belonging to the Corporation shall be placed out
or invested or for any loss, conversion, misapplication or misappropriation of
or any damage resulting for any dealings with any moneys, securities or other
assets belonging to the Corporation or for any loss or damage arising from the
bankruptcy, insolvency or tortious acts of any person with whom any of the
moneys, securities or effects of the Corporation shall be deposited, or for any
other loss, damage or misfortune whatever which may happen in the execution of
the duties of his respective office or trust or in relation thereto; provided
that nothing herein shall relieve any director or officer from the duty to act
in accordance with the Act and the Regulations thereunder or from liability for
any breach thereof.  The directors, for
the time being of the Corporation, shall not be under any duty or
responsibility in respect of any contract, act or transaction whether or not
made, done or entered into in the name or on behalf of the Corporation, except
such as shall have been submitted to and authorized or approved by the board.


 


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No
act or proceeding of any director or officer or the board shall be deemed
invalid or ineffective by reason of the subsequent ascertainment of any
irregularity in regard to such act or proceeding or the election, appointment
or qualification of such director or officer or board.


 


6.03                           Indemnity


 


Subject to section 124 of the Act, the Corporation shall indemnify
a director or officer of the Corporation, a former director or officer of the
Corporation or a person who acts or acted at the Corporation’s request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an 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 body
corporate, if:


 


a.                                       the 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.


 


The Corporation shall also indemnify such persons in such other
circumstances as the Act permits or requires. 
Nothing herein contained shall limit the right of any person entitled to
indemnity to claim indemnity apart from the provisions of this
section 6.03.


 


6.04                           Insurance


 


The Corporation may purchase and maintain insurance for the benefit of
any person referred to in section 6.03 against any liability incurred by
him:


 


a.                                       in his capacity as a director or officer of the
Corporation, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the Corporation; or


 


b.                                      in his capacity as a
director or officer of the another body corporate where he acts or acted in
that capacity at the Corporation’s request, except where the liability relates
to his failure to act honestly and in good faith with a view to the best
interests of the body corporate.


 


DIVISION SEVEN

OFFICERS


 


7.01                           Election
or Appointment


 


Subject to any unanimous shareholder agreement, the board may, from
time to time, appoint a chairman of the board, a president, one or more
vice-presidents, a secretary, a treasurer and such other officers as the board
may determine, including one or more assistants to any of the officers so
appointed.  The board may specify the
duties of and, in accordance with this by-law and subject to the provisions of
the Act, delegate to such officers powers to manage the business and affairs of
the Corporation.  Except for a managing
director and a chairman of the board who must be directors, an officer may, but
need not be, a director and one person may hold more than one office.


 


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7.02                           Chairman
of the Board


 


The chairman of the board shall, when present, preside at all meetings
of the board, committees of directors and at all meetings of shareholders.


 


If
no managing director is appointed, the board may assign to the chairman of the
board any of the powers and duties that, by any provision of this by-law, are
assigned to the managing director; and he shall, subject to the provisions of
the Act, have such other powers and duties as the board may specify.  During the absence or disability of the
chairman of the board, his duties shall be performed and his powers exercised
by the managing director, if any, or by the president.


 


7.03                           Managing
Director


 


The managing director, if any, shall be a resident Canadian and shall
have, subject to the authority of the board, general supervision of the
business and affairs of the Corporation; and he shall, subject to the
provisions of the Act, have such other powers and duties as the board may
specify.


 


7.04                           President


 


The president shall, subject to the authority of the board and the
managing director, if any, have such powers and duties as the board may
specify.  During the absence or
disability of the managing director, or if no managing director has been appointed,
the president shall also have the powers and duties of that office; provided,
however, that unless he is a director he shall not preside as chairman at any
meeting of the board or of a committee of directors.


 


7.05                           Vice-President


 


During the absence or disability of the president, his duties shall be
performed and his powers exercised by the vice-president or, if there is more
than one, by the vice-president designated from time to time by the board or
the president; provided, however, that a vice-president who is not a director
shall not preside as chairman at any meeting of the board or of a committee of
directors.  A vice-president shall have
such other powers and duties as the board or the president may prescribe.


 


7.06                           Secretary


 


The secretary shall attend and be the secretary of all meetings of the
board, shareholders and committees of directors and shall enter or cause to be
entered in records kept for that purpose minutes of all proceedings thereat; he
shall give or cause to be given, as and when instructed, all notices to
shareholders, directors, officers, auditors and members of committees of the
board; he shall be the custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the Corporation and of all books,
papers, records, documents and instruments belonging to the Corporation, except
when some other officer or agent has been appointed for that purpose; and he
shall have such other powers and duties as the board or the chief executive
officer, if any, may specify.


 


7.07                           Treasurer


 


The treasurer shall keep proper accounting records in compliance with
the Act and shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of the funds of the Corporation; he shall
render to the board whenever required an account of all his transactions and he


 


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shall have such other powers and duties as the board or chief executive
officer, if any, or the president may specify.


 


7.08                           General
Manager or Manager


 


If elected or appointed, the general manager shall have, subject to the
authority of the board, the managing director, if any, the chief executive
officer, if any, and the president, full power to manage and direct the
business and affairs of the Corporation (except such matters and duties as by
law must be transacted or performed by the board and/or by the shareholders)
and to employ and discharge agents and employees of the Corporation and may
delegate to him or them any lesser authority. 
A general manager or manager shall conform to all lawful orders given to
him by the board and shall at all reasonable times give to the directors or any
of them all information they may require regarding the affairs of the
Corporation.  Any agent or employee
appointed by a general manager or manager shall be subject to discharge by the
board.


 


7.09                           Powers and Duties of Other Officers


 


The powers and duties of all other officers shall be such as the terms
of their engagement call for or as the board, the managing director, if any, or
the chief executive officer, if any, or the president may specify.  Any of the powers and duties of an officer
to whom an assistant has been appointed may be exercised and performed by such
assistant, unless the board or the chief executive officer, if any, or the
president otherwise directs.


 


7.10                           Variation of Powers and Duties


 


The board may from time to time and subject to the provisions of the
Act, vary, add to or limit the powers and duties of any officer.


 


7.11                           Vacancies


 


If the office of any officer of the Corporation shall be or become
vacant by reason of death, resignation, disqualification or otherwise, the
board, by resolution, may appoint a person to fill such vacancy.


 


7.12                           Remuneration
and Removal


 


The remuneration of all officers appointed by the board shall be
determined from time to time by resolution of the board.  The fact that any officer or employee is a
director or shareholder of the Corporation shall not disqualify him from
receiving such remuneration as may be determined.  All officers shall be subject to removal by resolution of the
board at any time, with or without cause, notwithstanding any agreement to the
contrary, provided however that this right of removal shall not limit in any
way such officer’s right to damages by virtue of such agreement or any other
rights resulting from such removal in law or equity.


 


7.13                           Agents
and Attorneys


 


The Corporation, by or under the authority of the board, shall have
power from time to time to appoint agents or attorneys for the Corporation in
or outside Canada with such powers (including the power to sub-delegate) of
management, administration or otherwise as may be thought fit.


 


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7.14                           Conflict of Interest


 


An officer shall disclose his interest in any material contract or
proposed material contract with the Corporation in accordance with
section 6.01.


 


7.15                           Fidelity
Bonds


 


The board may require such officers, employees and agent of the
Corporation, as the board deems advisable, to furnish bonds for the faithful
discharge of their powers and duties, in such forms and with such surety as the
board may from time to time determine.


 


DIVISION EIGHT

SHAREHOLDERS’ MEETINGS


 


8.01                           Annual
Meetings


 


Subject to the Act, the annual meeting of shareholders shall be held at
such time and on such day in each year and at such place or places as the
board, the chairman of the board, the managing director or the president may
from time to time determine, for the purpose of considering the financial
statements and reports required by the Act to be placed before the annual
meeting, electing directors, appointing auditors if required by the Act or the
articles, and for the transaction of such other business as may properly be
brought before the meeting.


 


8.02                           Special Meetings


 


The board shall have the power to call a special meeting of
shareholders at any time.


 


8.03                           Place
of Meetings


 


Meetings of shareholders shall be held as provided for in the articles,
or failing any reference in the articles, at such place in Alberta as the board
may determine.


 


8.04                           Record
Date for Notice


 


The board may fix in advance a date, preceding the date of any meeting
of shareholders by not more than fifty (50) days and not less than twenty-one
(21) days, as a record date for the determination of shareholders entitled to
notice of the meeting.  If no record
date is fixed, the record date for the determination of the shareholders
entitled to receive notice of the meeting shall be the close of business on the
date immediately preceding the day on which the notice is given or, if no
notice is given, the day on which the meeting is held.


 


8.05                           Notice of Meeting


 


Notice of the time and place of each meeting of shareholders shall be
sent not less than twenty-one (21) days and not more than fifty (50) days
before the meeting to each shareholder entitled to vote at the meeting, each
director and the auditor of the Corporation. 
Such notice may be sent by mail addressed to, or may be delivered
personally to, the shareholder, at his latest address as shown in the records
of the Corporation or its transfer agent, to the director, at his latest
address as shown in the records of the Corporation or in the last notice filed
pursuant to section 106 or 113 of the Act, or to the auditor, at his most
recent address as shown in the records of the Corporation.  A notice of meeting of


 


12

















 


shareholders sent by mail to a shareholder, director or auditor in
accordance with the above is deemed to be served on the day on which it was
deposited in the mail.  A notice of a
meeting is not required to be sent to shareholders who are not registered on
the records of the Corporation or its transfer agent on the record date as
determined according to section 8.04 hereof.  Notice of a meeting of shareholders at which special business is
to be transacted shall state the nature of such business in sufficient detail
to permit the shareholder to form a reasoned judgment thereon and shall state
the text of any special resolution to be submitted to the meeting.  A special meeting and an annual meeting may
be convened by one and the same notice and it shall not be an objection to the
notice that it only convenes the second meeting contingently on any resolution
being passed by the requisite majority at the first meeting.


 


8.06                           Right to
Vote


 


Subject to the provisions of the Act as to authorized representatives
of any other body corporate, at any meeting of shareholders in respect of which
the Corporation has prepared the list referred to in section 8.07 hereof,
every person who is named in such list shall be entitled to vote the shares
shown thereon opposite his name except to the extent that such person has
transferred any of his shares after the record date set pursuant to
section 8.04 hereof, or, if no record date is fixed, after the date on
which the list referred to in section 8.07 is prepared, and the
transferee, upon producing properly endorsed certificates evidencing such
shares or otherwise establishing that he owns such shares, demands not later
than ten (10) days before the meeting that his name be included to vote the
transferred shares at the meeting.  In
the absence of a list prepared as aforesaid in respect of a meeting of
shareholders, every person shall be entitled to vote at the meeting who at the
close of business on the record date, or if no record date is set, at the close
of business on the date preceding the date notice is sent, is entered in the
securities register as the holder of one or more shares carrying the right to
vote at such meeting.


 


8.07                           List
of Shareholders Entitled to Notice


 


In the event the Corporation has greater than fifteen (15) shareholders
entitled to vote at a meeting, for every meeting of shareholders the Corporation
shall prepare a list of shareholders entitled to receive notice of the meeting,
arranged in alphabetical order, and showing the number of shares held by each
shareholder.  If a record date for the
meeting is fixed pursuant to section 8.04 hereof by the board, the
shareholders listed shall be those registered at the close of business on the
record date.  If no record date is fixed
by the board, the shareholders listed shall be those listed at the close of
business on the last business day immediately preceding the day on which notice
of a meeting is given, or where no such notice is given, the day on which the
meeting is held.  The list shall be
available for examination by any shareholder during usual business hours at the
registered office of the Corporation or at the place where its central
securities register is maintained and at the place where the meeting is held.


 


8.08                           Meetings
Without Notice


 


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


 


a.                                       if all the shareholders entitled to vote thereat are
present in person or represented by proxy or if those not present or
represented by proxy waive notice of or otherwise consent to such meeting being
held; and


 


b.                                      if the auditors and the
directors are present or waive notice of or otherwise consent to such meeting
being held.


 


13

















 


At such meetings any business may be transacted which the Corporation
at a meeting of shareholders may transact. 
If the meeting is held at a place outside Canada, shareholders not
present or represented by proxy, but who have waived notice of or otherwise
consented to such meeting, shall also be deemed to have consented to a meeting
being held at such place.


 


8.09                           Waiver of Notice


 


A shareholder and any other person entitled to attend a meeting of
shareholders may in any manner waive notice of a meeting of shareholders and
attendance of any such person at a meeting of shareholders shall constitute a
waiver of notice of the meeting except where such person attends a meeting for
the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.


 


8.10                           Chairman, Secretary and Scrutineers


 


The chairman of the board or, in his absence, the president, if such an
officer has been elected or appointed and is present, or otherwise a
vice-president who is a shareholder of the Corporation, shall be chairman of
any meeting of shareholders.  If no such
officer is present within fifteen (15) minutes from the time fixed for holding
the meeting, or declines to be chairman of the meeting, the persons present and
entitled to vote shall choose one of their number to be chairman.  If the secretary of the Corporation is
absent, the chairman shall appoint some person, who need not be a shareholder,
to act as secretary of the meeting.  If
desired, one or more scrutineers, who need not be shareholders, may be
appointed by a resolution or by the chairman with the consent of the meeting.


 


8.11                           Persons
Entitled to
be Present


 


The only persons entitled to be present at a meeting of shareholders
shall be those entitled to vote thereat, the directors and auditors of the
Corporation and others who, although not entitled to vote, are entitled or
required under any provision of the Act or the articles or by-laws to be
present at the meeting.  Any other
person may be admitted only on the invitation of the chairman of the meeting or
with the consent of the meeting.


 


8.12                           Quorum


 


A quorum at any meeting of shareholders (unless a greater number of
persons are required to be present or a greater 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 not being less than two (2) in number and holding or representing
not less than five (5%) per cent of the shares entitled to be voted at the
meeting.  If a quorum is present at the
opening of any meeting of shareholders, the shareholders present or represented
may proceed with the business of the meeting notwithstanding that a quorum is
not present throughout the meeting.  If
a quorum is not present at the opening of the meeting of shareholders, the
shareholders present or represented may adjourn the meeting to a fixed time and
place but may not transact any other business.


 


8.13                           Participation
in Meeting by
Telephone


 


A shareholder or any other person entitled to attend a meeting may
participate in a meeting of shareholders by means of telephone or other
communication facilities as permit all persons participating in the meeting to
hear each other, and a person participating in such a meeting by such means is
deemed to be present at the meeting.


 


14

















 


8.14                                                                           Proxyholders and Representatives


 


Votes
at meetings of the shareholders may be given either personally or by proxy; or,
in the case of a shareholder, who is a body corporate or association, by an
individual authorized by a resolution of the board or governing body of the
body corporate or association to represent it at a meeting of shareholders of
the Corporation, upon producing a certified copy of such resolution or
otherwise establishing his authority to vote to the satisfaction of the
secretary or the chairman.


 


A
proxy shall be executed by the shareholder or his attorney authorized in
writing or, if the shareholder is a corporation, under its corporate seal or by
an officer or attorney thereof duly authorized, and is valid only at the
meeting in respect of which it is given or any adjournment of that meeting. 
A person appointed by proxy need not be a shareholder.


 


8.15                                                                           Time for Deposit of Proxies


 


The
board may specify in a notice calling a meeting of shareholders a time,
preceding the time of such meeting by not more than forty-eight (48) hours
exclusive of Saturdays and holidays, before which time proxies to be used at
such meeting must be deposited.  A proxy shall be acted upon only if,
prior to the time so specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or, if no such time
having been specified in such notice, it has been received by the secretary of
the Corporation or by the chairman of the meeting or any adjournment thereof
prior to the time of voting.


 


8.16                                                                           Joint Shareholders


 


If
two or more persons hold shares jointly, any one of them present in person or
duly represented at a meeting of shareholder may, in the absence of the other
or others, vote the shares; but if two or more of those persons are present in
person or represented and vote, they shall vote as one the shares jointly held
by them.


 


8.17                                                                           Votes to Govern


 


Except
as otherwise required by the Act, all questions proposed for the consideration
of shareholders at a meeting of shareholders shall be determined by a majority
of the votes cast and in the event of an equality of votes at any meeting of
shareholders, either upon a show of hands or upon a ballot, the chairman shall
have a second or casting vote.


 


8.18                                                                           Show of Hands


 


Subject
to the Act, any question at a meeting of shareholders shall be decided by a
show of hands, unless a ballot thereon is required or demanded as hereinafter
provided.  Upon a show of hands every person who is present and entitled
to vote shall have one vote.  Whenever a vote by show of hands shall have
been taken upon a question, unless a ballot thereon is so required or demanded,
a declaration by the chairman of the meeting that the vote upon the question
has been carried or carried by a particular majority or not carried and an
entry to that effect in the minutes of the meeting shall be prima facie
evidence of the fact without proof of the number of the votes recorded in
favour of or against any resolution or other proceeding in respect of the said
question, and the result of the vote so taken shall be the decision of shareholders
upon the said question.


 


15

















 


8.19                                                                           Ballots


 


On
any question proposed for consideration at a meeting of shareholders, a
shareholder, proxyholder or other person entitled to vote may demand and the
chairman may require that a ballot be taken either before or upon the
declaration of the result of any vote by show of hands.  If a ballot is
demanded on the election of a chairman or on the question of an adjournment it
shall be taken forthwith without an adjournment.  A ballot demanded or
required on any other question shall be taken in such manner as the chairman
shall direct.  A demand or requirement for a ballot may be withdrawn at
any time prior to the taking of the ballot.  If a ballot is taken each
person present shall be entitled, in respect of the shares that he is entitled
to vote at the meeting upon the question, to the number of votes as provided
for by the articles or, in the absence of such provision in the articles, to
one vote for each share he is entitled to vote.  The result of the ballot
so taken shall be the decision of the shareholders upon the question.  The
demand or requirement for a ballot shall not prevent the continuance of a
meeting for the transaction of any business other than the question on which
the ballot has been demanded or required.


 


8.20                                                                           Adjournment


 


The
chairman at a meeting of shareholders may, with the consent of the meeting and
subject to such conditions as the meeting may decide, adjourn the meeting from
time to time and from place to place.  If a meeting of shareholders is
adjourned for less than thirty (30) days, it shall not be necessary to give
notice of the adjourned meeting, other than by announcement at the time of the
adjournment.  Subject to the Act, 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 in the same manner as
notice for an original meeting but, unless the meeting is adjourned by one or
more adjournments for an aggregate of more than ninety (90) day,
subsection 149(1) of the Act does not apply.


 


8.21                                                                           Resolution in Lieu of a Meeting


 


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; and a resolution in writing dealing with all
matters required to be dealt with at a meeting of shareholders and signed by
all the shareholders entitled to vote at such meeting, satisfies all the
requirements of the Act relating to meetings of shareholders.  A copy of
every such resolution in writing shall be kept with minutes of the meetings of
shareholders.  Any such resolution in writing is effective for all purposes
at such time as the resolution states regardless of when the resolution is
signed and may be signed in counterpart.


 


8.22                                                                           Only One Shareholder


 


Where
the Corporation has only one shareholder or only one holder of any class or
series of shares, the shareholder present in person or duly represented
constitutes a meeting.


 


DIVISION NINE

SHARES


 


9.01                                                                           Non-Recognition of Trusts


 


Subject
to the Act, the Corporation may treat the registered holder of any share as the
person exclusively entitled to vote, to receive notices, to receive any
dividend or other payment in respect of the share, and otherwise to exercise
all the rights and powers of an owner of the share.


 


16

















 


9.02                                                                           Certificates


 


The
shareholder is entitled at his option to a share certificate that complies with
the Act or a non-transferable written acknowledgement of his right to obtain a
share certificate from the Corporation in respect of the securities of the
Corporation held by him.  Share certificates and acknowledgements of a
shareholder’s right to a share certificate, respectively, shall be in such form
as described by the Act and as the board shall from time to time approve. 
A share certificate shall be signed manually by at least one director or officer
of the Corporation or by or on behalf of a registrar, transfer agent or branch
transfer agent of the Corporation, or by a trustee who certifies it in
accordance with a trust indenture, and any additional signatures required on
the share certificate may be printed or otherwise mechanically reproduced on
it.


 


9.03                                                                           Replacement of Share Certificates


 


The
board or any officer or agent designated by the board may in its or his
discretion direct the issuance of a new share certificate or other such
certificate in lieu of and upon cancellation of a certificate that has been
mutilated or in substitution for a certificate claimed to have been lost,
destroyed or wrongfully taken on payment of such reasonable fee and on such
terms as to indemnity, reimbursement of expenses and evidence of loss and of
title as the board may from time to time prescribe, whether generally or in any
particular case.


 


9.04                                                                           Joint Holders


 


The
Corporation is not required to issue more than one share certificate in respect
of a share held jointly by several persons, and delivery of a certificate to
one of several joint holders is sufficient delivery to all.  Any one of
such holders may give effectual receipts for the certificate issued in respect
thereof or for any dividend, bonus, return of capital or other money payable or
warrant issuable in respect of such certificate.


 


DIVISION TEN

TRANSFER OF SECURITIES


 


10.01                                                                     Registration of Transfer


 


If
a share in registered form is presented for registration of transfer, the
Corporation shall register the transfer if:


 


a.                                                
the share is
endorsed by an appropriate person, as defined in section 64 of the Act;


 


b.                                              
reasonable
assurance is given that the endorsement is genuine and effective;


 


c.                                                
the
Corporation has no duty to enquire into adverse claims or has discharged any
such duty;


 


d.                                              
any
applicable law relating to the collection of taxes has been complied with;


 


e.                                                
the transfer
is rightful or is to a bona fide purchaser; and


 


f.                                                    
the transfer
fee, if any, has been paid.


 


17

















 


10.02                                                                     Transfer Agents and Registrar


 


The
board may from time to time by resolution appoint or remove one or more trust
companies registered under the Trust Companies Act as its agent or agents to
maintain a central securities register or registers, and an agent or agents to
maintain a branch securities register or registers.  Agents so appointed
may be designated as transfer agent or registrar according to their functions,
and a person may be appointed and designated with functions as both registrar
and transfer or branch transfer agent.  Registration of the issuance or
transfer of a security in the central securities register or in a branch
securities register is complete and valid registration for all purposes.


 


10.03                                                                     Securities Registers


 


A
central securities register of the Corporation shall be kept at its registered
office or at any other place in Alberta designated by the board to record the
shares and other securities issued by the Corporation in registered form,
showing with respect to each class or series of shares and other securities:


 


a.                                                
the names,
alphabetically arranged, and the latest known address of each person who is or
has been a holder;


 


b.                                              
the number of
shares or other securities held by each holder; and


 


c.                                                
the date and
particulars of the issuance and transfer of each share or other security.


 


A
branch securities register or registers may be kept either in or outside
Alberta at such place or places as the board may determine.  A branch
securities register shall only contain particulars of securities issued or
transferred at that branch.  Particulars of each issue or transfer of a
security registered in a branch securities register shall also be kept in the
corresponding central securities register.


 


10.04                                                                     Deceased Shareholders


 


In
the event of the death of a holder, or of one of the joint holders, of any
share, the Corporation shall not be required to make any entry in the
securities register in respect thereof or to make any dividend or other
payments in respect thereof except upon production of all such documents as may
be required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.


 


DIVISION ELEVEN

DIVIDENDS AND RIGHTS


 


11.01                                                                     Dividends


 


Subject
to the Act, the board may from time to time declare dividends payable to the
shareholders according to their respective rights and interest in the
Corporation.  Dividends may be paid in money or property or by issuing
fully-paid shares of the Corporation.


 


11.02                                                                     Dividend Cheques


 


A
dividend payable in money shall be paid by cheque to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and shall be mailed by prepaid ordinary mail to such registered
holder at his address recorded in the Corporation’s securities


 


18

















 


register or registers or
such address as such holder otherwise directs.  In the case of joint
holders the cheque shall, unless such joint holders otherwise direct, be made
payable to the order of all such joint holders and mailed to them at their
recorded address.  The mailing of such cheque as aforesaid, unless the
same is not paid on due presentation, shall satisfy and discharge the liability
for the dividend to the extent of the sum represented thereby plus the amount
of any tax which the Corporation is required to and does withhold.


 


11.03                                                                     Non-Receipt of Cheques


 


In
the event of non-receipt of any dividend cheque by the person to whom it is
sent as aforesaid, the Corporation shall issue to such person a replacement
cheque for a like amount on such terms as to indemnity, reimbursement of
expenses and evidence of non-receipt and of title as the board may from time to
time prescribe, whether generally or in any particular case.


 


11.04                                                                     Unclaimed Dividends


 


No
dividend shall bear interest against the Corporation.  Any dividend
unclaimed after a period of six (6) years from the date on which the same has
been declared to be payable shall be forfeited and shall revert to the
Corporation.


 


11.05                                                                     Record Date for Dividends and Rights


 


The
board may fix in advance a date, preceding by not more than fifty (50) days the
date for the payment of any dividend, as a record date for the determination of
the persons entitled to receive payment of such dividend, provided that, unless
waived as provided for in the Act, notice of any such record date is given, not
less than seven (7) days before such record date, by newspaper advertisement in
the manner provided in the Act and by written notice to each stock exchange in
Canada, if any, on which the Corporation’s shares are listed for trading. 
Where no record date is fixed in advance as aforesaid, the record date for the
determination of the persons entitled to receive payment of any dividend shall
be at the close of business on the day on which the resolution relating to such
dividend is passed by the board.


 


DIVISION TWELVE

INFORMATION AVAILABLE TO
SHAREHOLDERS


 


12.01                                                                     Confidential Information


 


Except
as provided by the Act, no shareholders shall be entitled to obtain information
respecting any details or conduct of the Corporation’s business which, in the
opinion of the directors, it would be inexpedient in the interests of the
Corporation to communicate to the public.


 


12.02                                                                     Conditions of Access to Information


 


The
directors may from time to time, subject to rights conferred by the Act,
determine whether and to what extent and at what time and place and under what
conditions or regulations the documents, books and registers and accounting
records of the Corporation or any of them shall be open to the inspection of
shareholders and no shareholders shall have any right to inspect any document
or book or register or account record of the Corporation except as conferred by
statute or authorized by the board or by a resolution of the shareholders.


 


19

















 


12.03                                                                     Registered Office and Separate
Records Office


 


The
registered office of the Corporation shall be at a place within Alberta and at
such location therein as the board may from time to time determine.  The
records office will be at the registered office or at such location, if any,
within Alberta, as the board may from time to time determine.


 


DIVISION THIRTEEN

NOTICES


 


13.01                                                                     Method of Giving Notices


 


A
notice or document required by the Act, the Regulations, the articles or the
by-laws to be sent to a shareholders or director of the Corporation may be sent
by prepaid mail addressed to, or may be delivered personally to:


 


a.                                       the shareholder at his
latest address as shown in the records of the Corporation or its transfer
agent; and


 


b.                                      the director at his latest
address as shown in the records of the Corporation or in the last notice filed
under section 106 or 113.


 


A
notice or document sent by mail in accordance with the foregoing to a
shareholders or director of the Corporation is deemed to be received by him at
the time it would be delivered in the ordinary course of mail unless there are
reasonable grounds for believing that the shareholders or director did not
receive the notice or document at the time or at all.


 


13.02                                                                     Notice to Joint Shareholders


 


If
two or more persons are registered as joint holders of any share, any notice
may be addressed to all of such joint holders but notice addressed to one of
such persons shall be sufficient notice to all of them.


 


13.03                                                                     Persons Entitled by Death or Operation of Law


 


Every
person who, by operation of law, transfer, death of a shareholder or any other
means whatsoever, shall become entitled to any share, shall be bound by every
notice in respect of such share which shall have been duly given to the
shareholders from whom he derives his title to such share prior to his name and
address being entered on the securities register (whether such notice was given
before or after the happening of the event upon which he became so entitled)
and prior to his furnishing to the Corporation the proof of authority or
evidence of his entitlement prescribed by the Act.


 


13.04                                                                     Non-Receipt of Notices


 


If
a notice or document is sent to a shareholder in accordance with
section 13.01 and the notice or document is returned on three (3)
consecutive occasions because the shareholder cannot be found, the Corporation
is not required to send any further notice or documents to the shareholder
until the shareholder informs the Corporation in writing of his new address;
provided always, that in the event of the return of a notice of a shareholders
meeting mailed to a shareholder in accordance with section 13.01 the
notice shall be deemed to be received by the shareholder on the date deposited
in the mail notwithstanding its return.


 


20

















 


13.05                                                                     Omissions and Errors


 


Subject
to the Act, the accidental omission to give any notice to any shareholder,
director, officer, auditor or member of a committee of the board or the
non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon.


 


13.06                                                                     Signature on Notices


 


Unless
otherwise specifically provided, the signature of any director or officer of
the Corporation to any notice or document to be given by the Corporation may be
written, stamped, typewritten or printed or partly written, stamped,
typewritten or printed.


 


13.07                                                                     Waiver of Notice


 


If
a notice or document is required by the Act or the Regulations, the articles,
the by-laws or otherwise to be sent, the sending of the notice or document may
be waived or the time for the notice or document may be waived or abridged at
any time with the consent in writing of the person entitled to receive it.


 


DIVISION FOURTEEN

MISCELLANEOUS


 


14.01                                                                     Directors to Require Surrender of Share Certificates


 


The
directors in office when a Certificate of Continuance is issued under the Act
are hereby authorized to require the shareholders of the Corporation to
surrender their share certificate(s), or such of their share certificates as
the directors may determine, for the purpose of cancelling the share
certificates and replacing them with new share certificates that comply with
section 48 of the Act, in particular, replacing existing share certificate
with share certificates that are not negotiable securities under the Act. 
The directors in office shall act by resolution under this section 14.01
and shall in their discretion decide the manner in which they shall require the
surrender of existing share certificates and the time within which the
shareholders must comply with the requirement and the form or forms of the
share certificates to be issued in place of the existing share
certificates.  The directors may take such proceedings as they deem
necessary to compel any shareholder to comply with a requirement to surrender
his share certificate or certificates pursuant to this section. 
Notwithstanding any other provision of this by-law, but subject to the Act, the
director may refuse to register the transfer of shares represented by a share
certificate that has not been surrendered pursuant to a requirement under this
section.


 


14.02                                                                     Financial
Assistance to Shareholders, Employees and Others


 


The
Corporation may give financial assistance by means of a loan, guarantee or
otherwise to any person for any purpose in accordance with the provisions of
the Act and the Regulations including, without limitation, the disclosure
requirements specified therein.


 


21

















 


14.03                                                                     Severability


 


The
invalidity or unenforceability of any provision of this by-law shall not affect
the validity or enforceability of the remaining provisions of this by-law.


 


MADE
by the Board the 25th day of July, A.D. 2003.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Vice-President, Finance
  and Administration

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary

  



 


CONFIRMED
by the Shareholders in accordance with the Business
Corporations Act (Alberta), the 25th day of July, A.D.
2003.


 


	
   

  	
  BAYTEX
  ENERGY TRUST,

  by Baytex Energy Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:  

  	
   

  



 


22

















 


 


	
  BANKING
  AND SECURITIES

  	
   

  	
   

  
	
  Banking Arrangements

  	
  2.01

  	
   

  
	
  Voting Rights
  in Other Bodies Corporate

  	
  2.02

  	
   

  
	
   

  	
   

  	
   

  
	
  DIRECTORS

  	
   

  	
   

  
	
  Number

  	
  4.01

  	
   

  
	
  Election
  and Term

  	
  4.02

  	
   

  
	
  Removal of Directors

  	
  4.03

  	
   

  
	
  Consent

  	
  4.04

  	
   

  
	
  Vacation
  of Office

  	
  4.05

  	
   

  
	
  Committee of Directors

  	
  4.06

  	
   

  
	
  Transaction of
  Business of Committee

  	
  4.07

  	
   

  
	
  Procedure

  	
  4.08

  	
   

  
	
  Remuneration and Expenses

  	
  4.09

  	
   

  
	
  Vacancies

  	
  4.10

  	
   

  
	
  Action
  by the Board

  	
  4.11

  	
   

  
	
   

  	
   

  	
   

  
	
  DIVIDENDS
  AND RIGHTS

  	
   

  	
   

  
	
  Dividends

  	
  11.01

  	
   

  
	
  Dividend
  Cheques

  	
  11.02

  	
   

  
	
  Non-Receipt of Cheques

  	
  11.03

  	
   

  
	
  Unclaimed Dividends

  	
  11.04

  	
   

  
	
  Record Date for
  Dividends and Rights

  	
  11.05

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTION
  OF INSTRUMENTS

  	
   

  	
   

  
	
  Authorized Signing Officers

  	
  3.01

  	
   

  
	
  Cheques, Drafts and
  Notes

  	
  3.02

  	
   

  
	
   

  	
   

  	
   

  
	
  INFORMATION
  AVAILABLE TO SHAREHOLDERS

  	
   

  	
   

  
	
  Confidential Information

  	
  12.01

  	
   

  
	
  Conditions of
  Access to Information

  	
  12.02

  	
   

  
	
  Registered
  Office and Separate Records Office

  	
  12.03

  	
   

  
	
   

  	
   

  	
   

  
	
  INTERPRETATION

  	
  1.01

  	
   

  
	
   

  	
   

  	
   

  
	
  MEETING
  OF DIRECTORS

  	
   

  	
   

  
	
  Place
  of Meeting

  	
  5.01

  	
   

  
	
  Notice
  of Meeting

  	
  5.02

  	
   

  
	
  Adjourned
  Meeting

  	
  5.03

  	
   

  
	
  Calling of the Meeting

  	
  5.04

  	
   

  
	
  Regular
  Meetings

  	
  5.05

  	
   

  
	
  Chairman

  	
  5.06

  	
   

  
	
  Quorum

  	
  5.07

  	
   

  
	
  Half Canadian
  Representation at Meetings

  	
  5.08

  	
   

  
	
  Voting

  	
  5.09

  	
   

  
	
  Meeting by Telephone

  	
  5.10

  	
   

  
	
  Resolution in Lieu of
  Meeting

  	
  5.11

  	
   

  
	
  Amendments to the Act

  	
  5.12

  	
   

  



 


i

















 


	
  MISCELLANEOUS

  	
   

  	
   

  
	
  Directors
  to Require Surrender of Share Certificates

  	
  14.01

  	
   

  
	
  Financial
  Assistance to Shareholders, Employees and Others

  	
  14.02

  	
   

  
	
  Severability

  	
  14.03

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTICES

  	
   

  	
   

  
	
  Method of Giving Notices

  	
  13.01

  	
   

  
	
  Notice to Joint
  Shareholders

  	
  13.02

  	
   

  
	
  Persons
  Entitled by Death or Operation of Law

  	
  13.03

  	
   

  
	
  Non-Receipt of Notices

  	
  13.04

  	
   

  
	
  Omissions and Errors

  	
  13.05

  	
   

  
	
  Signature on Notices

  	
  13.06

  	
   

  
	
  Waiver
  of Notice

  	
  13.07

  	
   

  
	
   

  	
   

  	
   

  
	
  OFFICERS

  	
   

  	
   

  
	
  Election or Appointment

  	
  7.01

  	
   

  
	
  Chairman of the Board

  	
  7.02

  	
   

  
	
  Managing
  Director

  	
  7.03

  	
   

  
	
  President

  	
  7.04

  	
   

  
	
  Vice-President

  	
  7.05

  	
   

  
	
  Secretary

  	
  7.06

  	
   

  
	
  Treasurer

  	
  7.07

  	
   

  
	
  General Manager or Manager

  	
  7.08

  	
   

  
	
  Powers and Duties
  of Other Officers

  	
  7.09

  	
   

  
	
  Variation of Powers and
  Duties

  	
  7.10

  	
   

  
	
  Vacancies

  	
  7.11

  	
   

  
	
  Remuneration
  and Removal

  	
  7.12

  	
   

  
	
  Agents and Attorneys

  	
  7.13

  	
   

  
	
  Conflict of
  Interest

  	
  7.14

  	
   

  
	
  Fidelity
  Bonds

  	
  7.15

  	
   

  
	
   

  	
   

  	
   

  
	
  PROTECTION
  OF DIRECTORS, OFFICERS AND OTHERS

  	
   

  	
   

  
	
  Conflict of Interest

  	
  6.01

  	
   

  
	
  Limitation of Liability

  	
  6.02

  	
   

  
	
  Indemnity

  	
  6.03

  	
   

  
	
  Insurance

  	
  6.04

  	
   

  
	
   

  	
   

  	
   

  
	
  SHARES

  	
   

  	
   

  
	
  Non-Recognition of Trusts

  	
  9.01

  	
   

  
	
  Certificates

  	
  9.02

  	
   

  
	
  Replacement of Share
  Certificates

  	
  9.03

  	
   

  
	
  Joint
  Holders

  	
  9.04

  	
   

  
	
   

  	
   

  	
   

  
	
  SHAREHOLDERS’
  MEETINGS

  	
   

  	
   

  
	
  Annual
  Meetings

  	
  8.01

  	
   

  
	
  Special
  Meetings

  	
  8.02

  	
   

  
	
  Place
  of Meetings

  	
  8.03

  	
   

  



 


ii

















 


	
  Record Date for Notice

  	
  8.04

  	
   

  
	
  Notice of
  Meeting

  	
  8.05

  	
   

  
	
  Right to
  Vote

  	
  8.06

  	
   

  
	
  List of Shareholders Entitled to
  Notice

  	
  8.07

  	
   

  
	
  Meetings
  Without Notice

  	
  8.08

  	
   

  
	
  Waiver of Notice

  	
  8.09

  	
   

  
	
  Chairman, Secretary and
  Scrutineers

  	
  8.10

  	
   

  
	
  Persons
  Entitled to be Present

  	
  8.11

  	
   

  
	
  Quorum

  	
  8.12

  	
   

  
	
  Participation in Meeting by
  Telephone

  	
  8.13

  	
   

  
	
  Proxyholders and
  Representatives

  	
  8.14

  	
   

  
	
  Time for Deposit of Proxies

  	
  8.15

  	
   

  
	
  Joint
  Shareholders

  	
  8.16

  	
   

  
	
  Votes
  to Govern

  	
  8.17

  	
   

  
	
  Show of
  Hands

  	
  8.18

  	
   

  
	
  Ballots

  	
  8.19

  	
   

  
	
  Adjournment

  	
  8.20

  	
   

  
	
  Resolution in Lieu of a
  Meeting

  	
  8.21

  	
   

  
	
  Only One Shareholder

  	
  8.22

  	
   

  
	
   

  	
   

  	
   

  
	
  TRANSFER
  OF SECURITIES

  	
   

  	
   

  
	
  Registration of Transfer

  	
  10.01

  	
   

  
	
  Transfer Agents and
  Registrar

  	
  10.02

  	
   

  
	
  Securities’ Registers

  	
  10.03

  	
   

  
	
  Deceased Shareholders

  	
  10.04

  	
   

  



 


iii