**EXHIBIT 3.2**

 

**AmendedBy-laws**

 

**NOVATEL INC.**

** **

**BY-LAW NO. 1**

 

A by-law relating generally to the conduct ofthe affairs of NovAtel Inc.

 

BE IT ENACTED as a by-law of NovAtel Inc.(hereinafter called the “Corporation”) as follows:

 

**DEFINITIONS**

 

1.                                       In this by-lawand all other by-laws of the Corporation, unless the context otherwisespecifies or requires:

 

a.                                                 **“Act”** means the *CanadaBusiness Corporations Act*, as from time to time amended, and everystatute that may be substituted therefore and, in the case of such amendment orsubstitution, any reference in the bylaws of the Corporation shall be read asreferring to the amended or substituted provisions therefor;

 

b.                                                **“by-laws”** means anyby-law of the Corporation from time to time in force and effect;

 

c.                                                 all termscontained in the by-laws which are defined in the Act shall have the meaningsgiven to such terms in the Act;

 

d.                                                words importingthe singular number only shall include the plural and vice-versa; wordsimporting the masculine gender shall include the feminine and neuter genders;words importing persons include individuals, bodies corporate, partnerships,trusts and unincorporated organizations;

 

e.                                                 the headingsused in the by-laws are inserted for reference purposes only and are not to beconsidered or taken into account in construing the terms or provisions thereofor to be deemed in any way to clarify, modify or explain the effect of any suchterms or provisions.

 

**REGISTEREDOFFICE**

 

2.                                       The Corporationmay from time to time by resolution of the directors change the address of theregistered office of the Corporation specified in its articles.

 

**SEAL**

 

3.                                       The Corporationmay, but need not, have a corporate seal. An instrument or agreement executed on behalf of the Corporation by adirector, an officer or an agent of the Corporation is not invalid merelybecause the corporate seal, if any, is not affixed thereto.

 

**DIRECTORS**

 

4.                                       *Number and powers.*  The number of directors, or the minimum andmaximum number of directors of the Corporation, is set out in the articles ofthe Corporation.  At least 25% of thedirectors shall be resident Canadians. Subject to any unanimous shareholder agreement, the directors shallmanage or supervise the management of the business and affairs of theCorporation and may exercise all such powers and do all such

 

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acts andthings as may be exercised or done by the Corporation and are not by the Act,the articles, the by-laws, any special resolution of the Corporation, aunanimous shareholder agreement or by statute expressly directed or required tobe done in some other manner.

Notwithstandingany vacancy among the directors, the remaining directors may exercise all thepowers of the board so long as a quorum of the board remains in office.

 

Subjectto subsections 111(1), (2), (4) and (5) of the Act and to the Corporation’sarticles, where there is a quorum of directors in office and a vacancy occurs,the directors remaining in office may appoint a qualified person to hold officefor the unexpired term of his predecessor.

 

5.                                       *Duties.*  Every director and officer of the Corporation in exercising hispowers and discharging his duties shall:

 

 

a.                                                 act honestlyand in good faith with a view to the best interests of the Corporation; and

 

b.                                                exercise thecare, diligence and skill that a reasonably prudent person would exercise incomparable circumstances.

 

Every director andofficer of the Corporation shall comply with the Act, the regulationsthereunder, the Corporation’s articles and by-laws and any unanimousshareholder agreement.

 

6.                                       *Qualification.*  Every director shall be an individual 18 ormore years of age and no one who is of unsound mind and has been so found by acourt in Canada or elsewhere or who has the status of a bankrupt shall be adirector.

 

7.                                       *Term of Office.*  A director’s term of office (subject to theprovisions, if any, of the Corporation’s articles, and subject to his electionfor an expressly stated term) shall be from the date of the meeting at which heis elected or appointed until the close of the annual meeting of shareholdersnext following his election or appointment or until his successor is elected orappointed.

 

8.                                       *Vacation of office.*  The office of a director shall be vacatedif:

 

a.                                                 he dies orsends to the Corporation a written resignation and such resignation, if noteffective upon receipt by the Corporation, becomes effective in accordance withits terms;

 

b.                                                he is removedfrom office;

 

c.                                                 he becomesbankrupt; or

 

d.                                                he is found bya court in Canada or elsewhere to be of unsound mind.

 

9.                                       *Election and removal.*  Directors shall be elected by ordinaryresolution.  Unless the Chairmandetermines that a show of hands is appropriate and no demand for a poll ismade, such election shall be by ballot. Except for those directors elected for an expressly stated term, all thedirectors then in office shall cease to hold office when their successors areelected.  Any director shall, ifqualified, be eligible for re-election. The shareholders of the Corporation may by ordinary resolution at anannual or special meeting remove any director before the expiration of his termof office and may, by a majority of the votes cast at the meeting, elect anyperson in his

 

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steadfor the remainder of his term.

 

Whenever at any election ofdirectors of the Corporation the number or the minimum number of directorsrequired by the articles is not elected by reason of the disqualification,incapacity or the death of any candidates, the directors elected at thatmeeting may exercise all the powers of the directors if the number of directorsso elected constitutes a quorum pending the holding of a meeting ofshareholders in accordance with subsection 111(2) of the Act.

Aretiring director shall cease to hold office at the close of the meeting atwhich his successor is elected unless such meeting was called for the purposeof removing him from office as a director in which case the director so removedshall vacate the office forthwith upon the passing of the resolution for hisremoval.

 

10.                                 *Validity of acts.*  An act done by a director or by an officeris not invalid by reason only of any defect that is thereafter discovered inhis appointment, election or qualification.

 

**MEETINGS OFDIRECTORS**

 

11.                                 *Place of meeting.*  Meetings of directors and of any committeeof directors may be held at any place within or outside Canada and in anyfinancial year a majority of the meetings of the board of directors need not beheld at a place within Canada. A meeting of directors may be convened by theChairman of the Board (if any), the Chief Executive Officer or any director atany time and the Secretary shall upon direction of any of the foregoing convenea meeting of directors.

 

12.                                 N*otice.*  Notice of the time and place for the holdingof any such meeting shall be sent to each director not less than two days (exclusiveof the day on which the notice is sent but inclusive of the day for whichnotice is given) before the date of the meeting; provided that meetings of thedirectors or of any committee of directors may be held at any time withoutformal notice if all the directors are present (except where a director attendsa meeting for the express purpose of objecting to the transaction of anybusiness on the grounds that the meeting is not lawfully called) or if all theabsent directors have waived notice.

 

Notice ofthe time and place for the holding of any meeting of directors or any committeeof directors may be given by telephone or by delivery, telegraph, cable, telexor other electronic means that produces a written copy.

 

For thefirst meeting of directors to be held following the election of directors at anannual or special meeting of the shareholders or for a meeting of directors atwhich a director is appointed to fill a vacancy in the board, no notice of suchmeeting need be given to the newly elected or appointed director or directorsin order for the meeting to be duly constituted, provided a quorum of thedirectors is present.

 

13.                                 *Waiver of notice.*  Notice of a meeting of directors or of anycommittee of directors or any irregularity in a meeting or in the noticethereof may be waived in any manner by any director and such waiver may bevalidly given either before or after the meeting to which such waiverrelates.  Attendance of a director at ameeting of directors is a waiver of notice of the meeting, except where adirector attends a meeting for the express purpose of objecting to thetransaction of any business on the grounds that the meeting is not lawfullycalled.

 

14.                                 *Telephone participation.*  Where all the directors of the Corporationpresent at or participating in the meeting consent thereto (either before,during or after the meeting), a director may participate in a meeting ofdirectors or of any committee of directors by means of such telephone,electronic or other communications facilities as

 

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permitall persons participating in the meeting to communicate with each othersimultaneously and instantaneously, and a director participating in a meetingby such means shall be deemed for the purposes of the Act to be present at thatmeeting.  If the majority of thedirectors participating in the meeting are then in Canada, the meeting shall bedeemed to be held in Canada.

 

15.                                 *Adjournment.*  Any meeting of directors or of any committeeof directors may be adjourned from time to time by the chairman of the meeting,with the consent of the meeting, to a fixed time and place and no notice of thetime and place for the holding of the adjourned meeting need be given to anydirector if the time and place of the adjourned meeting is announced at the originalmeeting.  Any adjourned meeting shall beduly constituted if held in accordance with the terms of the adjournment and aquorum is present thereat.  Thedirectors who formed a quorum at the original meeting are not required to formthe quorum at the adjourned meeting.  Ifthere is no quorum present at the adjourned meeting, the original meeting shallbe deemed to have terminated forthwith after its adjournment.

 

16.                                 *Quorum and voting.*  A majority of the number of directors orminimum number of directors required by the articles shall constitute a quorumfor the transaction of business.  If theCorporation has fewer than three directors, all of the directors must bepresent at any meeting of directors to constitute a quorum.  Subject to subsection 111(1) and subsection114(4) of the Act, no business shall be transacted by the directors except at ameeting of directors at which a quorum is present and at which at least 25% ofthe directors present are resident Canadians, or, where the Corporation hasfewer than four directors, at which one of the directors present is a residentCanadian.  Questions arising at anymeeting of directors shall be decided by a majority of votes.  In case of an equality of votes, thechairman of the meeting in addition to his original vote shall not have asecond or casting vote.

 

**COMMITTEES OFDIRECTORS**

 

17.                                 *General.*  The directors may from time to time appoint from their number acommittee of directors and may delegate to such committee any of the powers ofthe directors, except that no such committee shall have the authority to:

 

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

 

b.                                                fill a vacancyamong the directors or in the office of auditor or appoint or remove any of thechief executive officer, however designated, the chief financial officer,however designated, the chairman or the president of the Corporation;

 

c.                                                 subject tosection 189 of the Act, issue securities except in the manner and on the termsauthorized by the directors;

 

d.                                                declaredividends;

 

e.                                                 purchase,redeem or otherwise acquire shares issued by the Corporation;

 

f.                                                   pay acommission referred to in section 41 of the Act;

 

g.                                                approve amanagement information circular referred to in Part XIII of the Act;

 

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h.                                                approve atake-over bid circular, directors’ circular, or issuer bid circular referred toin Part 13 of the *Securities Act* (Alberta);

 

i.                                                    approve anyfinancial statements referred to in clause 155(1)(a) of the Act and Part 11 ofthe *SecuritiesAct* (Alberta); or

 

j.                                                    adopt, amend orrepeal by-laws.

 

18.                                 *Audit Committee.*  If the Corporation has distributed shares tothe public as defined in subsection 2(7) of the Act, the board of directorsshall, and otherwise the directors may, elect annually from among their numberan audit committee to be composed of not fewer than three directors, a majorityof whom are not officers or employees of the Corporation or any of itsaffiliates, to hold office until the next annual meeting of the shareholders.

 

Eachmember of the audit committee shall serve during the pleasure of the board ofdirectors and, in any event, only so long as he shall be a director.  The directors may fill vacancies in theaudit committee by election from among their number.

 

The auditcommittee shall have power to fix its quorum at not less than a majority of itsmembers and to determine its own rules of procedure subject to any regulationsimposed by the board of directors from time to time and to the followingparagraph.

 

Theauditor of the Corporation is entitled to receive notice of every meeting ofthe audit committee and, at the expense of the Corporation, to attend and beheard thereat; and, if so requested by a member of the audit committee, shallattend every meeting of the committee held during the term of office of theauditor.  The auditor of the Corporationor any member of the audit committee may call a meeting of the committee.

 

The auditcommittee shall review the financial statements of the Corporation and shallreport thereon to the board of directors of the Corporation prior to approvalthereof by the board of directors and shall have such other powers and dutiesas may from time to time by resolution be assigned to it by the board.

 

**REMUNERATION OFDIRECTORS,**

**OFFICERS ANDEMPLOYEES**

 

19.                                 Theremuneration to be paid to the directors of the Corporation shall be such asthe directors shall from time to time by resolution determine and suchremuneration shall be in addition to the salary paid to any officer or employeeof the Corporation who is also a director. The directors may also by resolution award special remuneration to anydirector in undertaking any special services on the Corporation’s behalf otherthan the normal work ordinarily required of a director of a corporation.  The confirmation of any such resolution orresolutions by the shareholders shall not be required.  The directors may fix the remuneration ofthe officers and employees of the Corporation. The directors, officers and employees shall also be entitled to be paidtheir travelling and other expenses properly incurred by them in connectionwith the affairs of the Corporation.

 

**SUBMISSION OFCONTRACTS OR TRANSACTIONS**

**TO SHAREHOLDERSFOR APPROVAL**

 

20.                                 The directorsin their discretion may submit any contract, act or transaction for approvalratification or confirmation at any meeting of the shareholders called for thepurpose of considering the same and any

 

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contract,act or transaction that shall be approved, ratified or confirmed by resolutionpassed by a majority of the votes cast at any such meeting (unless anydifferent or additional requirement is imposed by the Act or by theCorporation’s articles or by-laws) shall be as valid and as binding upon theCorporation and upon the shareholders as though it had been approved, ratifiedand/or confirmed by every shareholder of the Corporation.

 

**FOR THEPROTECTION OF DIRECTORS AND OFFICERS**

 

21.                                 No director orofficer for the time being of the Corporation shall be liable for the acts,receipts, neglects or defaults of any other director or officer or employee orfor joining in any receipt or act for conformity or for any loss, damage orexpense suffered or incurred by the Corporation through the insufficiency ordeficiency of title to any property acquired by the Corporation or for or onbehalf of the Corporation or for the insufficiency or deficiency of anysecurity in or upon which any of the moneys of or belonging to the Corporationshall be placed out or invested or for any loss or damage arising from thebankruptcy, insolvency or tortious act of any person, firm or corporationincluding any person, firm or corporation with whom or which any moneys,securities or effects shall be lodged or deposited or for any loss, conversion,misapplication or misappropriation of or any damage resulting from any dealingswith any moneys, securities or other assets belonging to the Corporation or forany other loss, damage or misfortune whatever which may happen in the executionof the duties of his respective office of trust or in relation thereto, unlessthe same shall happen by or through his failure to exercise the powers and todischarge the duties of his office honestly and in good faith with a view tothe best interests of the Corporation, and in connection therewith to exercisethe care, diligence and skill that a reasonably prudent person would exercisein comparable circumstances, provided that nothing herein contained shallrelieve a director or officer from the duty to act in accordance with the Actor regulations made thereunder or relieve him from liability for a breachthereof.  The directors for the timebeing of the corporation shall not be under any duty or responsibility inrespect of any contract, act or transaction whether or not made, done orentered into in the name or on behalf of the Corporation, except such as shallhave been submitted to and authorized or approved by the board ofdirectors.  If any director or officerof the Corporation shall be employed by or shall perform services for theCorporation otherwise than as a director or officer or shall be a member of afirm or a shareholder, director or officer of a body corporate which isemployed by or performs services for the Corporation, the fact of his being ashareholder, director or officer of the Corporation shall not disentitle suchdirector or officer of such firm or body corporate, as the case may be, fromreceiving proper remuneration for such services.

 

**INDEMNITIES TODIRECTORS AND OTHERS**

 

22.                                 Subject tosubsections 124(2) and (3) of the Act, the Corporation shall indemnify adirector or officer of the Corporation who is a director or officer of theCorporation on or after the date of the adoption of this by-law by the board ofdirectors, or a person who acts at the Corporation’s request as a director orofficer of a body corporate of which the Corporation is a shareholder orcreditor, and his heirs and legal representatives, against all costs, chargesand expenses, including an amount paid to settle an action or satisfy ajudgment, reasonably incurred by him in respect of any civil, criminal,investigative or administrative action or proceeding to which he is made aparty by reason of being or having been a director or officer of suchcorporation or body corporate, if

 

a.                                                 he actedhonestly and in good faith with a view to the best interests of theCorporation; and

 

b.                                                in the case ofa criminal or administrative action or proceeding that is enforced by amonetary

 

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penalty,he had reasonable grounds for believing that his conduct was lawful.

 

The Corporation is hereby authorized to execute agreementsevidencing its indemnity in favour of the foregoing persons to the full extentpermitted by law.

 

**OFFICERS**

 

23.                                 *Appointment of officers.*  The directors shall annually or as often asmay be required appoint a Chief Executive Officer and a Secretary and if deemedadvisable or required by law may annually or as often as may be requiredappoint a Chairman of the Board, one or more Vice-Presidents, a Chief FinancialOfficer and one or more Assistant Secretaries and/or one or more AssistantTreasurers.  The directors may from timeto time appoint such other officers, employees and agents as they shall deemnecessary who shall have such authority and shall perform such functions andduties as may from time to time be prescribed by resolution of thedirectors.  None of such officers,except the Chairman of the Board, need be a director of the Corporation.  Any director may be appointed to any officeof the Corporation.  Two or more of suchoffices may be held by the same person.

 

24.                                 *Removal of officers, etc.*  All officers, employees and agents, in theabsence of agreement to the contrary, shall be subject to removal by resolutionof the directors at any time, with or without cause.

 

25.                                 *Duties of officers may be delegated.*  In case of the absence or inability orrefusal to act of any officer of the Corporation or for any other reason thatthe directors may deem sufficient, the directors may delegate all or any of thepowers of such officer to any other officer or to any director for the timebeing.

 

26.                                 *Chairman of the Board.*  The Chairman of the Board (if any), shallwhen present preside at all meetings of the directors, any committee of thedirectors and shareholders, shall sign such documents as may require hissignature in accordance with the by-laws of the Corporation and shall have suchother powers and shall perform such other duties as may from time to time beassigned to him by resolution of the directors or as are incident to hisoffice.

 

27.                                 *Chief Executive Officer.*  The Chief Executive Officer shall be thechief executive officer of the Corporation and shall exercise generalsupervision over the business and affairs of the Corporation.  In the absence of the Chairman of the Board(if any), and if the Chief Executive Officer is also a director of theCorporation, the Chief Executive Officer shall, when present, preside at allmeetings of the directors, any committee of the directors and shareholders; heshall sign such contracts, documents or instruments in writing as require hissignature and shall have such other powers and shall perform such other dutiesas may from time to time be assigned to him by resolution of the directors oras are incident to his office.

 

28.                                 *Vice-President.*  The Vice-President or, if more than one, theVice-Presidents in order of seniority, shall be vested with all the powers andshall perform all the duties of the Chief Executive Officer in the absence orinability or refusal to act of the Chief Executive Officer, provided, however,that a Vice-President who is not a director shall not preside as chairman atany meeting of directors or shareholders. The Vice-President or, if more than one, the Vice-Presidents in order ofseniority, shall sign such contracts, documents or instruments in writing as requirehis or their signatures and shall also have such other powers and duties as mayfrom time to time be assigned to him or them by resolution of the directors.

 

29.                                 *Secretary.*  The Secretary shall give or cause to begiven notices for all meetings of the directors, any

 

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committeeof the directors and shareholders when directed to do so and shall have chargeof the minute books of the corporation and, subject to the provisions ofparagraph 45 hereof, of the documents and registers referred to in subsections20(1) and (2) of the Act.  Subject tothe provisions of any resolution of the directors, the Secretary shall have theresponsibility for ensuring that the Corporation complies with all rules andregulations of any statutory or regulatory body or similar authority havingjurisdiction over the Corporation or any organization of which the Corporationis a member, including any stock exchange, securities exchange or commoditiesexchange.  He shall advise the Corporationof the requirements of such entities and shall assist the directors in thedevelopment of policies to ensure compliance therewith.  He shall prepare and maintain adequaterecords to comply with the requirements of any such institution or organization.  He shall sign such contracts, documents orinstruments in writing as require his signature and shall have such otherpowers and duties as may from time to time be assigned to him by resolution ofthe directors or as are incident to his office.

 

30.                                 *Chief Financial Officer/Controller.*  Subject to the provisions of any resolution of the directors, the ChiefFinancial Officer or the Controller shall have the care and custodyof all the funds and securities of the Corporation and shall deposit the samein the name of the Corporation in such bank or banks or with such otherdepositary or depositaries as the directors may by resolution direct  He shallprepare and maintain adequate accounting records.  He shall sign such contracts, documents or instruments in writingas require his signature and shall have such other powers and duties as mayfrom time to time be assigned to him by resolution of the directors or as areincident to his office.  He may berequired to give such bond for the faithful performance of his duties as thedirectors in their uncontrolled discretion may require and no director shall beliable for failure to require any such bond or for the insufficiency of anysuch bond or for any loss by reason of the failure of the Corporation toreceive any indemnity thereby provided. If the Corporation should appoint both a Chief Financial Officer and aController their respective duties shall be allocated between them in suchmanner as the directors may determine, provided that in such circumstances theController shall report to the Chief Financial Officer.

 

31.                                 *Assistant Secretary and AssistantTreasurer.*  The Assistant Secretary or, ifmore than one, the Assistant Secretaries in order of seniority, and theAssistant Treasurer or, if more than one, the Assistant Treasurers in order ofseniority, shall perform all the duties of the Secretary and Chief FinancialOfficer, respectively, in the absence or inability to act of the Secretary orChief Financial Officer, as the case may be. The Assistant Secretary or Assistant Secretaries, if more than one, andthe Assistant Treasurer or Assistant Treasurers, if more than one, shall signsuch contractors, documents or instruments in writing as require his or theirsignatures respectively and shall have such other powers and duties as may fromtime to time be assigned to them by resolution of the directors.

 

32.                                 *Managing Director.  *Intentionally deleted.

 

33.                                 *Vacancies.*  If the office of Chairman of the Board,Chief Executive Officer, Vice-President, Secretary, Assistant Secretary, ChiefFinancial Officer, Controller, or Assistant Treasurer, or any other officecreated by the directors pursuant to paragraph 23 hereof shall be or becomevacant by reason of death, resignation or in any other manner whatsoever, thedirectors shall in the case of the Chief Executive Officer or the Secretary andmay in the case of the other officers appoint an officer to fill such vacancy.

 

**SHAREHOLDERS’MEETINGS**

 

34.                                 *Annual or special meetings.*  Subject to subsection 142(1) of the Act, thedirectors of the Corporation,

 

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a.                                                 shall call anannual meeting of shareholders not later than 15 months after holding the lastpreceding annual meeting but not later than 6 moths after the end of theCorporation’s preceding financial year; and

 

b.                                                may at any timecall a special meeting of shareholders.

 

35.                                 *Place of meetings.*  Subject to the articles and any agreement bythe shareholders in accordance with subsection 132 (2) of the Act, a meeting ofthe shareholders of the Corporation may be held at such place as the directorsmay determine or, in the absence of such a determination, at the place wherethe registered office of the Corporation is located.

 

36.                                 *Notice.*  A notice stating the day, hour and place of meeting and, ifspecial business is to be transacted thereat, stating (or accompanied by astatement of) (i) the nature of that business in sufficient detail to permitthe shareholder to form a reasoned judgment thereon, and (ii) the text of anyspecial resolution or by-law to be submitted to the meeting, shall be served bysending such notice to each person who is entitled to notice of such meetingand who on the record date for notice appears on the records of the Corporationor its transfer agent as a shareholder entitled to vote at the meeting and toeach director of the Corporation and to the auditor of the Corporation byprepaid mail not less than 21 days and not more than 60 days (exclusive of theday of mailing and of the day for which notice is given) before the date ofevery meeting addressed to the latest address of each such person as shown inthe records of the Corporation or its transfer agent, or if no address is showntherein, then to the last address of each such person known to the Secretary;provided that a meeting of shareholders may be held for any purpose at any dateand time and at any place without notice if all the shareholders - and otherpersons entitled to notice of such meeting are present in person or representedby proxy at the meeting (except where the shareholder or, such other personattends the meeting for the express purpose of objecting to the transaction ofany business on the grounds that the meeting is not lawfully called) or if allthe shareholders and other persons entitled to notice of such meeting and notpresent in person nor represented by proxy thereat waive notice of themeeting.  Notice of any meeting ofshareholders or the time for the giving of any such notice or any irregularityin any such meeting or in the notice thereof may be waived in any manner by anyshareholder, the duly appointed proxy of any shareholder, any director or theauditor of the Corporation and any other person entitled to attend a meeting ofshareholders, and any such waiver may be validly given either before or afterthe meeting to which such waiver relates.

 

The auditorof the Corporation is entitled to attend any meeting of shareholders of theCorporation and to receive notices and other communications relating to anysuch meeting that a shareholder is entitled to receive.

 

37.                                 *Omission of notice.*  The accidental omission to give notice ofany meeting to or the non-receipt of any notice by any person shall notinvalidate any resolution passed or any proceeding taken at any meeting ofshareholders.

 

38.                                 *Record dates for notice of meetings.*  Subject to subsection 134(4) of the Act, thedirectors may fix in advance the date as the record date for the determinationof shareholders entitled to receive notice of a meeting of shareholders, butsuch record date shall not precede by more than 60 days or by less than 21 daysthe date on which the meeting is to be held.

 

If norecord date is fixed, the record date for the determination of the shareholdersentitled to receive notice of a meeting of the shareholders shall be

 

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a.                                                 at the close ofbusiness on the day immediately preceding the day on which notice is given; or

 

b.                                                if no notice isgiven, the day on which the meeting is held.

 

39.                                 *Means of participation.*  Any person entitled to attend a meeting ofshareholders may participate in the meeting in accordance with subsection132(4) and the regulations of the Act, by means of a telephonic, electronics orother communication facility that permits all participants to communicateadequately with each other during the meeting, if the Corporation makesavailable such a communication facility. A person participating in a meeting by such means is deemed to bepresent at the meeting.

 

If thedirectors or shareholders of the Corporation call a meeting of shareholderspursuant to the Act, those directors or shareholders, as the case may be, maydetermine that the meeting shall be held, in accordance with subsection 132 (5)and the regulations of the Act, entirely by means of a telephonic, electronicor other communication facility that permits all participants to communicateadequately with each other during the meeting.

 

40.                                 *Votes.*  Every question submitted to any meeting of shareholders shall bedecided in the first instance on a show of hands and in case of an equality ofvotes the chairman of the meeting shall not both on a show of hands and at apoll have a second or casting vote in addition to the vote or votes to which hemay be entitled as a shareholder or proxy nominee.

 

At anymeeting, unless a poll is demanded by a shareholder or proxyholder entitled tovote at the meeting, either before or after any vote by a show of hands, adeclaration by the chairman of the meeting that a resolution has been carriedor carried unanimously or by a particular majority or lost or not carried by aparticular majority shall be evidence of the fact without proof of the numberor proportion of votes recorded in favour of or against the motion.

 

In theabsence of the Chairman of the Board (if any), the Chief Executive Officer andany Vice-President who is a director, the shareholders present entitled to voteshall choose another director as chairman of the meeting and if no director ispresent or if all the directors decline to take the chair then the shareholderspresent shall choose one of their number to be chairman.

 

If at anymeeting a poll is demanded on the election of a chairman or on the question ofadjournment or termination, the poll shall be taken forthwith withoutadjournment.  If a poll is demanded onany other question or as to the election of directors, the poll shall be takenby ballot in such manner and either at once or later at the meeting or afteradjournment as the chairman of the meeting directs.  The result of a poll shall be deemed to be the resolution of themeeting at which the poll is demanded. A demand for a poll may be made either before or after any vote by ashow of hands and may be withdrawn.

 

When twoor more persons hold the same share or shares jointly, any one of such personspresent at a meeting of shareholders has the right, in the absence of the otheror others, to vote in respect of such share or shares, but if more than one ofsuch persons are present or represented by proxy and vote, they shall votetogether as one on the share or shares jointly held by them.

 

For thepurposes of subsections 138(2) and (3) of the Act, a transferee of theownership of shares from a person named in a list of shareholders entitled toreceive notice of a meeting which is prepared pursuant to subsection 138(1) ofthe Act may demand up to the time of the commencement of the meeting of shareholdersto which

 

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 the list relates that his name be included insuch list of shareholders.

 

Thevoting at a meeting of shareholders may be held, in accordance with subsection141(3) and the regulations of the Act, entirely by means of a telephones,electronic or other communication facility if the Corporation makes availablesuch a communication facility.  Anyperson participating in a meeting of shareholders and entitled to vote at thatmeeting may vote, in accordance with subsection 141(4) and the regulations ofthe Act, by the telephonic, electronic or other communication facility that theCorporation has made available for that purpose.

 

41.                                 *Proxies.*  Votes at meetings of the shareholders may be given eitherpersonally or by proxy.  At every meetingat which he is entitled to vote, every shareholder present in person and everyproxyholder shall have one vote on a show of hands.  Upon a poll at which he is entitled to vote every shareholderpresent in person or by proxy shall (subject to the provisions, if any, of theCorporation’s articles) have one vote for every share registered in his name.

 

Everyshareholder, including a shareholder that is a body corporate, entitled to voteat a meeting of shareholders may by means of a proxy appoint a proxyholder orproxyholders or one or more alternate proxyholders, who need not beshareholders, as his nominee to attend and act at the meeting in the manner, tothe extent and with the authority conferred by the proxy.

 

A proxyshall be executed by the shareholder or his attorney authorized in writing or,if the shareholder is a body corporate, by an officer or attorney thereof dulyauthorized.

 

Aninstrument appointing a proxyholder may be in the following form or in any formwhich complies with regulations made under the Act:

 

“The undersigned shareholder ofNovAtel Inc. herebyappoints                      of                                          whom failing                                                    ,of(                       )as the nominee of the undersigned to attend and act for and on behalf of theundersigned at the meeting of the shareholders of the said Corporation to beheld on the         day of           ,           and at anyadjournment thereof in the same manner, to the same extent and with the samepower as if the undersigned were personally present at the said meeting or suchadjournment thereof.

 

Dated the          day of                         ,             

 
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|--------|--------------------------|--------|
|   | Signature of Shareholder |

 

This form of proxy must be signedby a shareholder or his attorney authorized in writing or, if the shareholderis a body corporate, by an officer or attorney thereof duly authorized.”

 

The directors may from time to time passregulations regarding the lodging of instruments appointing a proxyholder atsome place or places other than the place at which a meeting or adjournedmeeting of shareholders is to be held and for particulars of such instrumentsto be telegraphed, cabled, telexed, sent in writing or otherwise communicatedby electronic means that produces a written copy before the meeting oradjourned meeting to the Corporation or any agent of the Corporation appointedfor the purpose of receiving

 

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such particulars and providing that instrumentsappointing a proxyholder so lodged may be voted upon as though the instrumentsthemselves were produced at the meeting or adjourned meeting and votes given inaccordance with such regulations shall be valid and shall be counted.  The chairman of the meeting of shareholdersmay, subject to any regulations made as aforesaid, in his discretion accepttelegraphic, telex, cable or written communication, or electronic communicationthat produces a written copy, as to the authority of anyone claiming a vote onbehalf of and to represent a shareholder notwithstanding that no instrument ofproxy conferring such authority has been lodged with the Corporation, and anyvotes given in accordance with such telegraphic, telex, cable, written orelectronic communication accepted by the chairman of the meeting shall be validand shall be counted.

 

42.                                 *Adjournment.*  The chairman of the meeting may with theconsent of the meeting adjourn any meeting of shareholders from time to time toa fixed time and place and if the meeting is adjourned for less than 30 days nonotice of the time and place for the holding of the adjourned meeting need begiven to any shareholder, other than by announcement at the earliest meetingthat is adjourned.  If a meeting ofshareholders is adjourned by one or more adjournments for an aggregate of 30days or more, notice of the adjourned meeting shall be given as for an originalmeeting but, unless the meeting is adjourned by one or more adjournments for anaggregate of more than 90 days, subsection 149(1) of the Act does not apply.  Any adjourned meeting shall be dulyconstituted if held in accordance with the terms of the adjournment and aquorum is present thereat.  The personswho formed a quorum at the original meeting are not required to form a quorumat the adjourned meeting.  If there isno quorum present at the adjourned meeting, the original meeting shall bedeemed to have terminated forthwith after its adjournment.  Any business may be brought before or dealtwith at any adjourned meeting which might have been brought before or dealtwith at the original meeting in accordance with the notice calling the same.

 

43.                                 *Quorum.*  A quorum for any meeting of shareholders shall be persons presentnot being less than two in number and holding or representing by proxy not lessthan 33 1/3 percent of the issued and outstanding shares of the Corporation forthe time being enjoying voting rights at such meeting.  The board of directors may in theirdiscretion raise the quorum for any meeting up to 50 percent of the issued andoutstanding shares of the Corporation for the time being enjoying voting rightsat any meeting by stating the quorum for such meeting in the notice calling thesame.  If the notice contains noreference to the quorum, the quorum shall be 33 1/3 percent.

 

**SHARES AND TRANSFERS**

 

44.                                 *Issuance.*  Subject to the articles of the Corporationand any unanimous shareholder agreement, shares in the Corporation may beissued at such time and issued to such persons and for such consideration asthe directors may determine.

 

45.                                 *Security certificates.*  Security certificates (and the form oftransfer power on the reverse side thereof) shall (subject to compliance withsection 49 of the Act) be in such form as the directors may from time to timeby resolution approve and, subject to subsection 49(5) of the Act, suchcertificates shall be signed manually by at least one director or officer ofthe Corporation or by or on behalf of a registrar, transfer agent, branchtransfer agent or issuing or other authenticating agent of the Corporation, orby a trustee who certifies it in accordance with a trust indenture, and anyadditional signatures required on a security certificate may be printed orotherwise mechanically reproduced thereon. Notwithstanding any change in the persons holding an office between thetime of actual signing and the issuance of any certificate and notwithstandingthat a person signing may not have held office at the date of issuance of suchcertificate, any such certificate so signed shall be valid 

 

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andbinding upon the Corporation.

 

46.                                 *Transfer agents.*  For each class of securities and warrantsissued by the Corporation, the directors may from time to time by resolutionappoint or remove,

 

a.                                                 a trustee,transfer agent or other agent to keep the securities register and the registerof transfer and one or more persons or agents to keep branch registers; and

 

b.                                                a registrar,trustee or agent to maintain a record of issued security certificates andwarrants, and subject to section 83 of the Act, one person may be appointed forthe purposes of both clauses a. and b. in respect of all securities andwarrants of the Corporation or any class or classes thereof.

 

47.                                 *Surrender of security certificates.*  Subject to the Act, no transfer of asecurity issued by the Corporation shall be recorded or registered unless anduntil (i) the security certificate representing the security to be transferredhas been surrendered and cancelled or (ii) if no security certificate has beenissued by the Corporation in respect of such share, a duly executed securitytransfer power in respect thereof has been presented for registration.

 

48.                                 *Defaced, destroyed, stolen or lostsecurity certificates.*  In case ofthe defacement, destruction, theft or loss of a security certificate, the factof such defacement, destruction, theft or loss shall be reported by the ownerto the Corporation or to an agent of the Corporation (if any) acting on behalfof the Corporation, with a statement verified by oath or statutory declarationas to the defacement, destruction, theft or loss and the circumstancesconcerning the same and with a request for the issuance of a new securitycertificate to replace the one so defaced, destroyed, stolen or lost.  Upon the giving to the Corporation (or, ifthere be an agent, hereinafter in this paragraph referred to as the“Corporation’s agent”, then to the Corporation and the Corporation’s agent) ofan indemnity bond of a surety company in such form as is approved by thedirectors or by the Chairman of the Board (if any), the Chief ExecutiveOfficer, a Vice-President, the Secretary or Chief Financial Officer of theCorporation, indemnifying the Corporation (and the Corporation’s agent if any)against all loss, damage and expense, which the Corporation and/or theCorporation’s agent may suffer or be liable for by reason of the issuance of anew security certificate to such shareholder, and provided the Corporation orthe Corporation’s agent does not have notice that the security has beenacquired by a bona fide purchaser, a new security certificate may be issued inreplacement of the one defaced, destroyed, stolen or lost, if such issuance isordered and authorized by any one of the Chairman of the Board (if any), theChief Executive Officer, a Vice-President, the Secretary or the Chief FinancialOfficer of the Corporation or by resolution of the directors.

 

**DIVIDENDS**

 

49.                                 The directorsmay from time to time by resolution declare and the Corporation may paydividends on its issued shares, subject to the provisions (if any) of theCorporation’s articles.

 

Thedirectors shall not declare and the Corporation shall not pay a dividend ifthere are reasonable grounds for believing that:

 

a.                                                 the Corporationis, or, after the payment, would be unable to pay its liabilities as theybecome due; or

 

b.                                                the realizablevalue of the Corporation’s assets would thereby be less than the aggregate ofits

 

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liabilitiesand stated capital of all classes.

 

The directors may declare and the Corporation may pay adividend by issuing fully paid shares of the Corporation or options or rightsto acquire fully paid shares of the Corporation and, subject to section 43 ofthe Act, the Corporation may pay a dividend in money or property.

 

50.                                 In case severalpersons are registered as the joint holders of any securities of theCorporation, any one of such persons may give effectual receipts for alldividends and payments on account of dividends, principal, interest and/orredemption payments on redemption of securities (if any) subject to redemptionin respect of such securities.

 

**RECORD DATES**

 

51.                                 Subject tosubsection 134(4) of the Act, the directors may fix in advance a date as therecord date for the determination of shareholders (i) entitled to receivepayment of a dividend, (ii) entitled to participate in a liquidation ordistribution, or (iii) for any other purpose except the right to receive noticeof or to vote at a meeting of shareholders, but such record date shall notprecede by more than 50 days the particular action to be taken.

 

If norecord date is fixed, the record date for the determination of shareholders forany purpose, other than to establish a record date for the determination ofshareholders entitled to receive notice of a meeting of shareholders or tovote, shall be the close of business on the day on which the directors pass theresolution relating thereto.

 

**VOTINGSECURITIES IN OTHER ISSUERS**

 

52.                                 All securitiesof any other body corporate or issuer of securities carrying voting rights heldfrom time to time by the Corporation may be voted at all meetings ofshareholders, bondholders, debenture holders or holders of such securities, asthe case may be, of such other body corporate or issuer and in such manner andby such person or persons as the directors of the Corporation shall from timeto time determine and authorize by resolution. The duly authorized signing officers of the Corporation may also fromtime to time execute and deliver for and on behalf of the Corporation proxiesand/or arrange for the issuance of voting certificates and/or other evidence ofthe right to vote in such names as they may determine without the necessity ofa resolution or other action by the directors.

 

**NOTICES, ETC.**

 

53.                                 *Service.*  Any notice or other document required to be given or sent by theCorporation to any shareholder or director of the Corporation shall bedelivered personally or sent by prepaid mail or by telegram, telefax, telex orother electronic means that produces a written copy addressed to:

 

a.                                                 the shareholderat his latest address as shown on the records of the Corporation or itstransfer agents; and

 

b.                                                the director athis latest address as shown in the records of the Corporation.

 

With respect to every notice or other documentsent by prepaid mail it shall be sufficient to prove that the

 

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envelope or wrapper containing the notice orother document was properly addressed and put into a post office or into a postoffice letter box and shall be deemed to be received by the addressee on thefifth day after mailing.  Subject to theAct, every notice or other document delivered personally or by telegram,telefax or other electronic means to any shareholder or director shall bedeemed received by the person to whom it is addressed on the day it is sodelivered or sent.

 

54.                                 *Shares registered in more than one name.*  All notices or other documents shall, withrespect to any shares in the capital of the Corporation registered in more thanone name, be given to whichever of such persons is named first in the recordsof the Corporation and any notice or other document so given shall besufficient notice or delivery of such document to all the holders of suchshares.

 

55.                                 *Persons becoming entitled byoperation of law.*  Every personwho by operation of law, transfer or by any other means whatsoever shall becomeentitled to any shares in the capital of the Corporation shall be bound byevery notice or other document in respect of such shares which prior to hisname and address being entered on the records of the Corporation shall havebeen duly given to the person or persons from whom he derives his title to suchshares.

 

56.                                 *Deceased shareholder.*  Any notice or other document delivered orsent by post or left at the address of any shareholder as the same appears inthe records of the Corporation shall, notwithstanding that such shareholder bethen deceased and whether or not the Corporation has notice of his death, bedeemed to have been duly served in respect of the shares held by suchshareholder (whether held solely or with other persons) until some other personbe entered in his stead in the records of the Corporation as the holder or oneof the holders thereof and such service shall for all purposes be deemed asufficient service of such notice or other document on his heirs, executors oradministrators and all persons (if any) interested with him is such shares.

 

57.                                 *Signatures to notices.*  The signature of any director of officer ofthe Corporation to any notice may be written, printed or otherwise mechanicallyreproduced.

 

58.                                 *Computation of time.*  Where a given number of days’ notice ornotice extending over any period is required to be given under any provisionsof the articles or by-laws of the Corporation, the day of service, posting orother communication of the notice shall not be counted in such number of daysor other period, and such number of days or other period shall commence on theday following the day of service, posting or other communication of the noticeand shall terminate at midnight of the last day of the period except that ifthe last day of the period falls on a Sunday or holiday the period shallterminate at midnight of the day next following that is not a Sunday orholiday.

 

59.                                 *Proof of service.*  A certificate of any officer of theCorporation in office at the time of the making of the certificate or of anagent of the Corporation as to facts in relation to the mailing or delivery orservice of any notice or other documents to any shareholder, director, officeror auditor or publication of any notice or other document shall be conclusiveevidence thereof and shall be binding on every shareholder, director, officeror auditor of the Corporation, as the case may be.

 

**CHEQUES, DRAFTS,NOTES, ETC.**

 

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

 

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**CUSTODY OFSECURITIES**

 

61.                                 All securities(including warrants) belonging to the Corporation may be issued and held in thename of a nominee or nominees of the Corporation (and if issued or held in thenames of more than one nominee shall be held in the names of the nomineesjointly with the right of survivorship) and shall be endorsed in blank withendorsement guaranteed in order to enable transfer thereof to be completed andregistration thereof to be effected.

 

**EXECUTION OFCONTRACTS, ETC.**

 

62.                                 Subject to anyapplicable resolution of the directors in effect from time to time in respectof the execution of contracts, instruments or documents, any instruments,contracts, documents or instruments in writing requiring the signature of theCorporation may be signed by any two of the directors and officers of theCorporation and all contracts, documents or instruments in writing so signedshall be binding upon the Corporation without any further authorization orformality.  The directors are authorizedfrom time to time by resolution to appoint any officer or officers or any otherperson or persons on behalf of the Corporation either to sign contracts,documents or instruments in writing generally or to sign specific contracts,documents or instruments in writing.

 

Thecorporate seal of the Corporation may, when required, be affixed to contracts,documents or instruments in writing signed as aforesaid or by an officer orofficers, person or persons appointed as aforesaid by resolution of the boardof directors.

 

The term“contracts, documents or instruments in writing” as used in this by-law shallinclude deeds, mortgages, hypothecs, charges, conveyances, transfers andassignments of property, real or personal, immovable or movable, powers ofattorney, agreements, releases, receipts and discharges for the payment ofmoney or other obligations, conveyances, transfers and assignments ofsecurities and all paper writings.

 

Inparticular, without limiting the generality of the foregoing, any two of thedirectors and officers of the Corporation are authorized to sell, assign,transfer, exchange, convert or convey all securities owned by or registered inthe name of the Corporation and to sign and execute (under the seal of theCorporation or otherwise) all assignments, transfers, conveyances, powers ofattorney and other instruments that may be necessary for the purpose ofselling, assigning, transferring, exchanging, converting or conveying any suchsecurities.

 

Thesignature or signatures of any such officer or director of the Corporationand/or of any other officer or officers, person or persons appointed asaforesaid by resolution of the directors may, if specifically authorized byresolution of the directors, be printed, engraved, lithographed or otherwisemechanically reproduced upon all contracts, documents or instruments in writingor bonds, debentures or other securities of the Corporation executed or issuedby or on behalf of the Corporation and all contracts, documents or instrumentsin writing or securities of the Corporation on which the signature or signaturesof any of the foregoing officers, directors or persons shall be so reproduced,by authorization by resolution of the directors, shall be deemed to have beenmanually signed by such officers, directors or persons whose signature orsignatures is or are so reproduced and shall be as valid to all intents andpurposes as if they had been signed manually and notwithstanding that theofficers, directors or persons whose signature or signatures is or are soreproduced may have ceased to hold office at the date of the delivery or issueof such contracts, documents or instruments in writing or securities of

 

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theCorporation.

 

**ENFORCEMENT OFLIEN FOR INDEBTEDNESS**

 

63.                                 Unless theCorporation has shares listed on a stock exchange recognized by the AlbertaSecurities Commission, the Corporation has a lien on shares registered in thename of a shareholder or his legal representative for a debt of thatshareholder to the Corporation.  Thedirectors of the Corporation may authorize the Corporation to apply any dividendsor other distributions paid or payable on or in respect of the share or sharesin respect of which the Corporation has such a lien in repayment of the debt ofthat shareholder to the Corporation.

 

**FINANCIAL YEAR**

 

64.                                 The financialyear of the Corporation shall terminate on such day in each year as the boardof directors may from time to time by resolution determine.

 
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|   | Secretary |   |

 

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