SunOpta Inc. - Exhibit 4.4 - Filed by newsfilecorp.com





Exhibit 4.4

BY-LAW NO. 14 

A By-law relating generally to the conduct of the affairs of


SUNOPTA INC. 

(hereinafter called the “Company”) 

              
BE IT ENACTED and it is hereby enacted as a by-law of the
Company as follows: 

INTERPRETATION 

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

	 	(a) 	
      “Act” means the Canada Business Corporations Act,
      R.S.C. 1985, c. C-44 as from time to time amended and every statute
      that may be substituted therefor and, in the case of such substitution,
      any references in the by-laws of the Company to provisions of the Act
      shall be read as references to the substituted provisions therefor in the
      new statute or statutes;

	 	 	 
	 	(b) 	
      “Regulations” means the Regulations made under the Act as
      from time to time amended and every regulation that may be substituted
      therefor and, in the case of such substitution, any references in the
      by-laws of the Company to provisions of the Regulations shall be read as
      references to the substituted provisions therefor in the new
      regulations;

	 	 	 
	 	(c) 	
      “board” means the board of directors of the
    Company;

	 	 	 
	 	(d) 	
      “articles” shall include articles of incorporation,
      articles of amendment and restated articles of incorporation and any other
      definition of “articles” contained in the Act from time to time;

	 	 	 
	 	(e) 	
      “Resident Canadian” shall have the same meaning as
      contained in the Act;

	 	 	 
	 	(f) 	
      “by-law” means any by-law of the Company from time to
      time in force and effect;

	 	 	 
	 	(g) 	
      “distributing corporation” means a corporation as so
      defined in the Act;

	 	 	 
	 	(h) 	
      “non-business day” means Saturday, Sunday and any other
      day that is a holiday as defined in the Interpretation Act (Canada)
      or in any statute in any jurisdiction in which the Company carries on
      business;







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	 	(i) 	
      all terms which are contained in the by-laws of the
      Company and which are defined in the Act or the Regulations shall have the
      meanings given to such terms in the Act or the Regulations; and

	 	 	 
	 	(j) 	
      the singular shall include the plural and the plural
      shall include the singular; the masculine shall include the feminine; and
      the word “person” shall include bodies corporate, corporations, companies,
      partnerships, syndicates, trusts and any number or aggregate of
      persons.



SEAL 

2.          
The corporate seal adopted for the Company shall be such as the board of
directors may by resolution from time to time approve. An instrument or
agreement executed on behalf of the Company by a director, an officer or an
agent of the Company is not invalid merely because the corporate seal is not
affixed thereto. 

REGISTERED OFFICE 

3.          
Until changed in accordance with the Act, the registered office of the Company
shall be in the Province of Ontario and at such address therein as the board may
from time to time by resolution determine. 

DIRECTORS 

4.          
Duties and Number. Subject to the Act, directors shall manage the
business and affairs of the Company. The board of directors shall consist of the
number of directors set out in the articles of the Company or, if the number of
directors has since been changed the number of directors in office at the date
hereof or, where a minimum and a maximum number is provided for in the articles,
such number of directors as shall be determined from time to time by resolution
of the directors or shareholders. At least twenty-five percent of the directors
(or one director if the Company has less than four directors) shall be Resident
Canadians. If the Company is a distributing corporation and any of its
outstanding securities are held by more than one person, the Company shall have
at least three directors, at least two of whom are not officers or employees of
the Company or its affiliates. 

5.          
Term of Office. A director’s term of office (subject to the provisions,
if any, of the articles of the Company and to the provisions of the Act) shall
be from the date on which he is elected or appointed until the close of annual
meeting next following. 

6.          
Vacation of Office. The office of a director shall ipso facto be vacated:
(a) if he becomes bankrupt or suspends payment of his debts generally or
compounds with his creditors or makes an authorized assignment or is declared
insolvent; (b) if he is found to be a mentally incompetent person or of unsound
mind; or (c) subject to the provisions of the Act, if by notice in writing to
the Company he resigns his office. Any such resignation shall be effective at
the time it is received by the Company or at the time specified in the notice,
whichever is later. 




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Subject to subsections 111(1) and 111(3) of the Act and to the Company’s
articles, where a vacancy occurs and a quorum of directors remains in office,
whether or not a majority thereof are resident Canadians, a quorum of directors
may appoint a qualified person to hold office for the unexpired term of his
predecessor. 

7.          
Election and Removal. Directors shall be elected by ballot. The whole
board shall retire at the annual meeting at which the yearly election of
directors is to take place but, if qualified, any retiring director shall be
eligible for re-election; provided always that the shareholders of the Company
may, by ordinary resolution passed at a special meeting of shareholders called
for that purpose, remove any director or directors from office and a vacancy
created by the removal of a director may be filled at the same meeting of the
shareholders at which the director is removed or, if not so filled, in the
manner provided in paragraph six of this by-law. 

              
The Company shall adopt a policy regarding the election of directors whereby a
director who receives more “withhold” than “for” votes will be deemed to have
tendered his or her resignation as a director of the Company. 

MEETING OF DIRECTORS 

8.          
Place of Meeting. Meetings of the board of directors and a committee of
directors, if any, may be held at any place. 

9.          
Notice. A meeting of directors may be convened by the board of directors,
the Chairman of the Board, the Vice-Chairman of the Board, the Managing
Director, the President if he is a director, a Vice-President who is a director,
the Secretary if he is a director or any two directors at any time and the
Secretary, when directed or authorized by any of such officers or any two
directors, shall convene a meeting of directors. Subject to Subsection 114(5) of
the Act the notice of any such meeting need not specify the purpose of or the
business to be transacted at the meeting. Notice of any such meeting shall be
served in the manner specified in paragraph 81 of this by-law not less than two
days (exclusive of the day on which the notice is delivered or sent but
inclusive of the day for which notice is given) before the meeting is to take
place; provided always that a director may in any manner and at any time waive
notice of a meeting of directors and the attendance of a director at a meeting
of directors shall constitute a waiver of notice of the meeting and a formal
written waiver need not be signed 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. Any waiver of notice shall be
effective whether given before or after the meeting to which it relates and may
be given with respect to all meeting of the board and of committees of the board
held while a director holds office. 

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




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10.      Quorum. At least
two-thirds of the number of directors of the Company then in office shall
constitute a quorum for the transaction of business; however, if there are fewer
than three directors, all directors must be present to constitute a quorum.
Subject to subsections 111(1), 114(4) and 117(1) of the Act, no business shall
be transacted by the directors except at a meeting of directors at which a
quorum is present and at which at least twenty-five percent of the directors
present are Resident Canadians or, if there are fewer than four directors, at
least one of the directors present is a Resident Canadian. 

           
If all of the directors of the Company present at or participating in the
meeting consent, a meeting of directors or of a committee of directors may be
held by means of such telephone, electronic or other communication facilities as
permit all persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and a director participating in such meeting
by such means is deemed for the purpose of the Act to be present at that
meeting. Any such consent shall be effective whether given before or after the
meeting to which it relates and may be given with respect to all meetings of the
board and of committees of the board held while a director holds office. 

11.      Voting. Questions
arising at any meeting of the board of directors shall be decided by a majority
of votes. In case of an equality of votes the chairman of the meeting shall not
have a second or casting vote. 

12.      Resolution in lieu of
meeting. Notwithstanding any of the foregoing provisions of this by-law, any
by-law or resolution in writing signed by all the directors entitled to vote on
that by-law or resolution at a meeting of the directors or a committee of
directors, if any, is as valid as if it had been passed at a meeting of the
directors or the committee of directors, if any. 

13.      Regular Meetings. The
board may 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, but no other notice shall be required for
any such regular meeting except where the Act requires the purpose thereof or
the business to be transacted thereat to be specified. 

14.      Adjourned Meeting. Any
meeting of directors or of any committee of directors may be adjourned from time
to time by the chairman of the meeting, with the consent of the meeting, to a
fixed time and place. 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. Any adjourned meeting shall be duly constituted if held in
accordance with the terms of the adjournment and a quorum is present thereat.
The directors who formed a quorum at the original meeting are not required to
form the quorum at the adjourned meeting. If there is no quorum present at the
adjourned meeting, the original meeting shall be deemed to have terminated
forthwith after its adjournment. 




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REMUNERATION OF DIRECTORS 

15.      The remuneration to be paid
to the directors shall be such as the board of directors shall from time to time
determine and such remuneration shall be in addition to the salary paid to any
officer or employee of the Company who is also a member of the board of
directors. The directors may also award special remuneration to any director
undertaking any special services on the Company’s behalf other than the routine
work ordinarily required of a director by the Company and the confirmation of
any such resolution or resolutions by the shareholders shall not be required.
The directors shall also be entitled to be paid their travelling and other
expenses properly incurred by them in connection with the affairs of the
Company. Nothing herein contained shall preclude any director from serving the
Company in any other capacity and receiving remuneration therefor. 

SUBMISSION OF CONTRACTS OR TRANSACTIONS 
TO SHAREHOLDERS
FOR APPROVAL 

16.      The board of directors in its
discretion may submit any contract, act or transaction for approval,
confirmation or ratification at any annual meeting of the shareholders or at any
special meeting of the shareholders called for the purpose of considering the
same and, subject to the provisions of Section 120 of the Act, any such
contract, act or transaction that shall be approved or ratified or confirmed by
a resolution passed by a majority of the votes cast at any such meeting (unless
any different or additional requirement is imposed by the Act or by the
Company’s articles or any other by-law) shall be as valid and as binding upon
the Company and upon all the shareholders as though it had been approved,
ratified or confirmed by every shareholder of the Company. 

CONFLICT OF INTEREST 

17.      A director or officer who is
a party to, or who is a director or officer or has a material interest in any
person who is a party to, a material contract or transaction or proposed
material contract or transaction with the Company shall disclose in writing to
the Company or request to have entered in the minutes of the meetings of the
directors the nature and extent of his interest at the time and in the manner
provided by the Act. Any such contract or transaction or proposed contract or
transaction shall be referred to the board or shareholders for approval even if
such contract is one that in the ordinary course of the Company’s business would
not require approval by the board or shareholders, and a director interested in
a contract so referred to the board shall not vote on any resolution to approve
the same except as permitted by the Act. Subject to the provisions of Section
120 of the Act the contract or transaction is not void or voidable if made prior
to the board or shareholder approval. 

FOR THE PROECTION OF DIRECTORS AND OFFICERS 

18.      In supplement of and not by
way of limitation upon any rights conferred upon directors by Section 120 of the
Act, it is declared that no director shall be disqualified by his office from,
or vacate his office by reason of, holding any office or place of profit under
the Company or under any body corporate in which the Company shall be a
shareholder or by reason of being otherwise in any way directly or indirectly interested or
contracting with the Company either as vendor, purchaser or otherwise or being
concerned in any contract or arrangements made or proposed to be entered into
with the Company in which he is in any way directly or indirectly interested
either as vendor, purchaser or otherwise nor shall any director be liable to
account to the Company or any of its shareholders or creditors for any profit
arising from any such office or place of profit; and, subject to the provisions
of Section 120 of the Act, no contract or arrangement entered into by or on
behalf of the Company in which any director shall be in any way directly or
indirectly interested shall be avoided or voidable and no director shall be
liable to account to the Company or any of its shareholders or creditors for any
profit realized by or from any such contract or arrangement by reason of any
fiduciary relationship. Notwithstanding the provisions of the Act, every
director and officer shall declare any material interest in respect of a
material transaction, material contract, proposed material contract or proposed
material transaction with the Company or an affiliate of the Company in which
such director or officer is in any way directly or indirectly interested and any
director shall refrain from voting in respect of such contract, proposed
contract or transaction. 




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19.      Except as otherwise provided
in the Act, no director or officer for the time being of the Company shall be
liable for the acts, receipts, neglects or defaults of any other director or
officer or employee or for joining in any receipt or act of conformity or for
any loss, damage or expense happening to the Company through the insufficiency
or deficiency of title to any property acquired by the Company or for or on
behalf of the Company or for the insufficiency or deficiency of any security in
or upon which any of the moneys of or belonging to the Company shall be placed
out or invested or for any loss or damage arising from the bankruptcy,
insolvency or tortuous act of any person, firm or corporation including 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 dealings with any moneys,
securities or other assets belonging to the Company 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 unless the same shall
happen by or through his failure to exercise the powers and to discharge the
duties of his office honestly and in good faith with a view to the best
interests of the Company and in connection therewith to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. The directors for the time being of the Company 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 Company, except such as shall have been submitted to and authorized or
approved by the board of directors. If any director or officer of the Company
shall be employed by or shall perform services for the Company otherwise than as
a director or officer or shall be a member of a firm or a shareholder, director
or officer of a company which is employed by or performs services for the
Company, the fact of his being a director or officer of the Company shall not
disentitle such director or officer or such firm or company, as the case may be,
from receiving proper remuneration for such services. 




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INDEMNITIES TO DIRECTORS AND OFFICERS 

20.      Subject to Section 124 of the
Act, every director and officer of the Company and his heirs, executors,
administrators and other legal personal representatives shall from time to time
be indemnified and saved harmless by the Company from and against: 

	 	(a) 	
      any liability and all costs, charges and expenses that he
      sustains or incurs in respect of any action, suit or proceeding that is
      proposed or commenced against him for or in respect of anything done or
      permitted by him in respect of the execution of the duties of his office;
      and

	 	 	 
	 	(b) 	
      all other costs, charges and expenses that he sustains or
      incurs in respect of the affairs of the Company.



           
The Company shall also indemnify such person in such other circumstances as the
Act permits or requires. 

INSURANCE 

21.      The Company may purchase and
maintain insurance for the benefit of any person referred to in paragraph 20 of
this by-law against such liabilities and in such amounts as the board may from
time to time determine and are permitted by the Act. 

OFFICERS 

22.      Appointment. The board
of directors shall annually or oftener as may be required appoint a President
and a Secretary and, if deemed advisable, may annually or oftener as may be
required appoint a Chairman of the Board, a Vice-Chairman of the Board, a
Managing Director, one or more Vice-Presidents, a Treasurer, one or more
Assistant Secretaries and/or one or more Assistant Treasurers. A director may be
appointed to any office of the Company but none of the officers except the
Chairman of the Board, the Vice-Chairman of the Board and the Managing Director
need be a member of the board of directors. Two or more of the aforesaid
officers may be held by the same person. In case and whenever the same person
holds the offices of Secretary and Treasurer he may but need not be known as the
Secretary-Treasurer. The board may from time to time appoint such other officers
and agents as it shall deem necessary who shall have such authority and shall
perform such duties as may from time to time be prescribed by the board of
directors. 

23.      Remuneration and Removal.
The remuneration of the President & CEO and all of his or her direct
reports shall be determined from time to time by resolution of the board of
directors. The fact that any officer or employee is a director or shareholder of
the Company shall not disqualify him from receiving such remuneration as may be
determined. All officers, in the absence of agreement to the contrary, shall be
subject to removal by resolution of the board of directors at any time, with or
without case. 




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24.      Powers and Duties. All
officers shall sign such contracts, documents or instruments in writing as
require their respective signatures and shall respectively have and perform all
powers and duties incident to their respective offices and such other powers and
duties respectively as may from time to time be assigned to them by the board.


25.      Duties may be delegated.
In the case of the absence or inability to act of any officer of the Company
except the Managing Director or for any other reason that the board of directors
may deem sufficient the board of directors may delegate all or any of the powers
of such officer to any other officer or to any director for the time being. 

26.      Chairman of the Board.
The Chairman of the Board, if any, shall, when present, preside at all
meetings of the board of directors, the committee of directors, if any, and the
shareholders. 

27.      Vice-Chairman of the
Board. If the Chairman of the Board is absent or is unable or refuses to
act, the Vice-Chairman of the Board, if any, shall, when present, preside at all
meetings of the board of directors, the committee of directors, if any, and the
shareholders. 

28.      President. The
President shall be the chief executive officer of the Company unless otherwise
determined by resolution of the board of directors. The President shall be
vested with and may exercise all the powers and shall perform all the duties of
the Chairman of the Board and/or Vice-Chairman of the Board if none be appointed
or if the Chairman of the Board and the Vice-Chairman of the Board are absent or
are unable or refuse to act; provided, however, that unless he is a director he
shall not preside as chairman at any meeting of directors or of any committee of
directors, if any, or, subject to paragraph 54 of this by-law, at any meeting of
shareholders. 

29.      Vice-President. The
Vice-President of, if more than one, the Vice-Presidents, in order of seniority,
shall be vested with all the powers and shall perform all the duties of the
President in the absence of or inability or refusal to act of the President;
provided, however, that a vice-President who is not a director shall not preside
as chairman at any meeting of directors or of the committee of directors, if
any, or, subject to paragraph 54 of this by-law, at any meeting of shareholders.


30.      Secretary. The
Secretary shall give or cause to be given notices for all meetings of the board
of directors, a committee of directors, if any, and the shareholders when
directed to do so and shall have charge of the minute books of the Company and,
subject to the provisions of paragraph 65 of this by-law, of the records (other
than accounting records) referred to in Section 20 of the Act. 

31.      Treasurer. Subject to
the provisions of any resolution of the board of directors, the Treasurer shall
have the care and custody of all the funds and securities of the Company and
shall deposit the same in the name of the Company in such bank or banks or with
such other depositary or depositaries as the board of directors may direct. He
shall keep or cause to be kept the accounting records referred to in Section 20
of the Act. He may be required to give such bond for the faithful performance of
his duties as the board of directors in its uncontrolled discretion may require but no director shall be liable for
failure to require any such bond or for the insufficiency of any such bond or
for any loss by reason of the failure of the Company to receive any indemnity
thereby provided. 




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32.      Assistant Secretary and
Assistant Treasurer. The Assistant Secretary or, if more than one, the
Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if
more than one, the Assistant Treasurers in order of seniority, shall
respectively perform all the duties of the Secretary and the Treasurer,
respectively, in the absence or inability or refusal to act of the Secretary or
the Treasurer, as the case may be. 

33.      Managing Director. The
Managing Director shall be a resident Canadian and shall exercise such powers
and have such authority as may be delegated to him by the board of directors in
accordance with the provisions of Section 115 of the Act. 

34.      General Manager or
Manager. The board of directors may from time to time appoint one or more
General managers or Managers and may delegate to him or them full power to
manage and direct the business and affairs of the Company (except such matters
and duties as by law must be transacted or performed by the board of directors
and/or by the shareholders) and to employ and discharge agents and employees of
the Company or 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
of directors of the Company and shall at all reasonable times give to the
directors or any of them all information they may require regarding the affairs
of the Company. Any agent or employee appointed by a General Manager or Manager
shall be subject to discharge by the board of directors. 

35.      Agents and Attorneys.
The board shall have power from time to time to appoint agents or attorneys
for the Company in or outside Canada with such powers of management or otherwise
(including the powers to subdelegate) as may be thought fit. 

36.      Fidelity Bonds. The
board may require such officers, employees and agents of the Company as the
board deemed advisable to furnish bonds for the faithful discharge of their
powers and duties, in such form and with such surety as the board may from time
to time determine but no director shall be liable for failure to require any
such bond or for the insufficiency of any such bond or for any loss by reason of
the failure of the Company to receive any indemnity thereby provided. 

37.      Vacancies. If the
office of any officer of the Company shall be or become vacant by reason of
death, resignation, disqualification or otherwise, the directors by resolution
shall, in the case of the President or the Secretary, and may, in the case of
any other office, appoint a person to fill such vacancy. 

BORROWING AND SECURITIES 

38.      Borrowing Power.
Without limiting the borrowing powers of the Company as set forth in the
Act, the board may, without authorization of the shareholders, from time to
time: 




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	 	(a) 	
      borrow money upon the credit of the Company;

	 	 	 
	 	(b) 	
      issue, reissue, sell or pledge evidences of debt
      obligations or guarantees of the Company, whether secured or
    unsecured;

	 	 	 
	 	(c) 	
      subject to the Act, give a guarantee on behalf of the
      Company to secure performance of an obligation of any person;
and

	 	 	 
	 	(d) 	
      charge, mortgage, hypothecate, pledge or otherwise create
      a security interest in all or any currently owned or subsequently acquired
      real or personal, movable or immovable, tangible or intangible property of
      the Company, including book debts, rights, powers, franchises and
      undertaking, to secure any obligation of the
Company.



           
Nothing in this section limits or restricts the borrowing of money by the
Company on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Company. 

39.      Delegation. The board
may from time to time by resolution delegate to such one or more of the
directors and officers of the Company as may be designated by the board all or
any of the powers conferred on the board by paragraph 4 of this by-law or by the
Act to such extent and in such manner as the board shall determine at the time
of each such delegation. 

COMMITTEES 

40.      Committee of
Directors. The board may appoint a committee of directors, however,
designated, and delegate to such committee any of the powers of the board except
those which pertain to items which, under the Act, a committee of directors has
no authority to exercise. 

41.      Transaction of Business.
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 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.


42.      Audit Committee. Since
the Company is a distributing corporation the board shall elect annually from
among its number an audit committee to be composed of not fewer than three
directors of whom a majority shall not be officers or employees of the Company
or its affiliates and at least one will have financial expertise. The audit
committee shall have the duties and powers provided in the Act. 

43.      Advisory Committees.
The board may from time to time appoint such other committees as it may deem
advisable, but the functions of any such other committees shall be advisory
only. 




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

SHAREHOLDERS’ MEETINGS 

45.      Annual Meeting.
Subject to the provisions of Section 133 of the Act, the annual meeting of the
shareholders shall be held on such day in each year and at such time as the
directors may by resolution determine and subject to Section 132 of the Act, the
articles and any unanimous shareholder agreement shall be held at any place in
or outside Canada as the directors determine or, in the absence of such
determination, at the place where the registered office of the Company is
located. 

           
Subject to the Act, any person entitled to attend a meeting of shareholders may
participate in the meeting by means of such telephone, electronic or other
communication facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, if the Company
makes available such a communication facility. A person participating in a
meeting by such means is deemed for all purposes of the Act and the by-laws to
be present at the meeting. Subject to the Act, if the directors or the
shareholders of the Company call a meeting of shareholders pursuant to the Act,
those directors or shareholders, as the case may be, may determine that the
meeting shall be held entirely by means of a telephonic, electronic or other
communication facility that permits all participants to communicate
simultaneously and instantaneously with each other during the meeting. Subject
to the Act, any vote at a meeting of shareholders may be held entirely by means
of a telephonic, electronic or other communication facility, if the Company
makes available such a communication facility, and any person participating in a
meeting of shareholders by means of such facility and entitled to vote at that
meeting may vote by means of such facility, provided that any such facility made
available by the Company shall enable the votes to be gathered in a manner that
permits their subsequent verification and permit the tallied votes to be
presented to the Company without it being possible for the Company to identify
how each shareholder or group of shareholders voted. 

46.      Special Meetings.
Special meetings of the shareholders may be convened by order of the
Chairman of the Board, the Vice-Chairman of the Board, the Managing Director,
the President if he is a director, a Vice-President who is a director, the
Secretary if he is a director or by the board of directors at any date and time
and subject to the articles, Section 132 of the Act and any unanimous
shareholder agreement shall be held at any place in or outside Canada as the
directors may determine or, in the absence of such determination, at the place
where the registered office of the Company is located. 

47.      Notice. A printed,
written or typewritten notice stating the day, hour and place of meeting shall
be given by serving such notice on each shareholder entitled to vote at such
meeting, on each director and on the auditor of the Company in the manner
specified in paragraph 81 of this by-law, not less than twenty-one days but not
more than fifty days (in each case exclusive of the day on which the notice is
delivered or sent and of the day for which notice is given) before the date of
the meeting. Notice of a meeting at which special business is to be transacted shall state or be accompanied by a statement
of (a) the nature of that business in sufficient detail to permit the
shareholder to form a reasoned judgment thereon, and (b) the text of any special
resolution or by-law to be submitted to the meeting. 




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48.      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 and a formal written waiver need not be signed 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. 

49.      Omission of Notice.
The accidental omission to give notice of any meeting or any irregularity in the
notice of any meeting or the non-receipt of any notice by any shareholder or
shareholders, director or directors or the auditor of the Company shall not
invalidate any resolution passed or any proceedings taken at any meeting of
shareholders. 

50.      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 the
auditor of the Company and others who, although not entitled to vote are
entitled or required under any provisions of the Act or the articles or the
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. 

51.      List of Shareholders
Entitled to Notice. For every meeting of shareholders, the Company 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 entitled to vote at the meeting. If a record ate for the meeting is
fixed pursuant to paragraph 52 of this bylaw, the shareholders listed shall be
those registered at the close of business on such record date. If no record date
is fixed, the shareholders listed shall be those registered at the close of
business on the day immediately preceding the day on which notice of the meeting
is given, or where no such notice is given, the day of which the meeting is
held. The list shall be available for examination by any shareholders during
normal business hours at the registered office of the Company or at the place
where the central securities register is maintained and at the meeting for which
the list was prepared. 

52.      Record Date for Notice.
The board may fix in advance a date, preceding the date of any meeting of
shareholders by not more than 60 days and not less than 21 days, as a record
date for the determination of the shareholders entitled to notice of the
meeting, and notice of any such record date shall be given not less than seven
days before such record date by newspaper advertisement in the manner provided
in the Act and, if any shares of the Company are listed for trading on a stock
exchange in Canada, by written notice to each such stock exchange. If no record
date is so fixed, the record date for the determination of the shareholders
entitled to notice of the meeting shall be at the close of business on the day
immediately preceding the day on which the notice is given or, if no notice is
given, the day on which the meeting is held. 




- 13 - 

53.      Meetings Without Notice.
A meeting of shareholders may be held without notice at any time and place
permitted by the Act if (a) all the shareholders entitled to vote thereat are
present in person or represented by proxy waive notice of or otherwise consent
to such meeting being held, and (b) the auditor and the directors are present or
waive notice of or otherwise consent to such meeting being held, so long as such
shareholders, auditor or directors present are not attending for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called. At such a meeting any business may be transacted
which the Company 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 the meeting being held at such place.


54.      Votes. Subject to
paragraph 7 of this by-law, and at the discretion of the Chairman any question
submitted to any meeting of shareholders shall be decided in the first instance
by a show of hands unless a person entitled to vote at the meeting has demanded
a ballot and in the case of an equality of votes the chairman of the meeting
shall both on a show of hands and on a ballot have a second or casting vote in
addition to the vote or votes to which he may be otherwise entitled. 

           
At any meeting unless a ballot is demanded a declaration by the chairman of the
meeting that a resolution has been carried or carried unanimously or by a
particular majority or lost or not carried by a particular majority shall be
conclusive evidence of the fact. 

           
In the event the Chairman of the Board and the Vice-Chairman of the Board are
absent and the President is absent or is not a director and there is no
Vice-President present who is a director, the persons who are present and
entitled to vote shall choose another director as chairman of the meeting and if
no director is present or if all the directors present decline to take the chair
then the persons who are present and entitled to vote shall choose one of their
number to be chairman. 

           
A ballot may be demanded either before or after any vote by show of hands by any
person entitled to vote at the meeting. If at any meeting a ballot is demanded
on the election of a chairman or on the question of adjournment it shall be
taken forthwith without adjournment. If at any meeting a ballot is demanded on
any other question or as to the election of directors, the vote shall be taken
by ballot in such manner and either at once, later in the meeting or after
adjournment as the chairman of the meeting directs. The result of a ballot shall
be deemed to be the resolution of the meeting at which the ballot was demanded.
A demand for a ballot may be withdrawn. 

           
Where two or more persons hold the same share or shares jointly one of those
holders present at a meeting of shareholders may, in the absence of the other or
others, vote the share or shares but if two or more of those persons who are
present, in person or by proxy, vote, they shall vote as one on the share or
shares jointly held by them. 

55.      Right to Vote. Subject
to the provisions of the Act as to authorized representatives of any body
corporate or association, at any meeting of shareholders for which the Company
has prepared the list referred to in paragraph 51 of this by-law,
every person who is named in such list shall be entitled to vote the shares
shown opposite his name. At any meeting of shareholders for which the Company
has not prepared the list referred to in paragraph 51 of this by-law, every
person shall be entitled to vote at the meeting who at the time is entered in
the securities register as the holder of one or more shares carrying the right
to vote at such meeting. 




- 14 - 

56.      Proxies. Every
shareholder entitled to vote at a meeting of shareholders may appoint a
proxyholder, or an attorney authorized in writing who may appoint a proxyholder,
or one or more alternate proxyholders, who need not be shareholders, to attend
and act at the meeting in the manner and to the extent authorized and with the
authority conferred by the proxy. A proxy shall be in writing executed by the
shareholder or his attorney authorized in writing and shall conform with the
requirements of the Act. If the Company is a distributing corporation a proxy
appointing a proxyholder ceases to be valid one year from its date. 

           
For the election of directors, the form of proxy shall permit shareholders to
specify how their shares are to be voted in respect of each nominee director, as
opposed to a slate of nominee directors. 

57.      Time for Deposit of
Proxies. The board may by resolution specify in a notice calling a meeting
of shareholders a time, preceding the time of such meeting or an adjournment
thereof by not more than 48 hours exclusive of any part of a non-business day,
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 Company or an agent thereof specified in such notice or, if
no such time is specified in such notice, only if it has been received by the
Secretary of the Company or by the chairman of the meeting or any adjournment
thereof prior to the time of voting. 

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

58.      Adjournment. The
chairman of any meeting may with the consent of the meeting adjourn the same
from time to time to a fixed time and place and no notice of such adjournment
need be given to the shareholders unless the meeting is adjourned by one or more
adjournments for an aggregate of thirty days or more in which case subject to
subsection 135(4) of the Act notice of the adjourned meeting shall be given as
for an original meeting. Any business may be brought before or dealt with at any adjourned meeting for which
no notice is required which might have been brought before or dealt with at the
original meeting in accordance with the notice calling the same. 




- 15 - 

59.      Quorum. All of the
shareholders or two shareholders, whichever number be the lesser, personally
present or represented by proxy, shall constitute a quorum of any meeting of any
class of shareholders. No business shall be transacted at any meeting unless the
requisite quorum be present at the time of the transaction of such business. If
a quorum is not present at the time appointed for a meeting of shareholders or
within such reasonable time thereafter as the shareholders present may
determine, the persons present and entitled to vote may adjourn the meeting to a
fixed time and place but may not transact any other business and the provisions
of paragraph 58 of this by-law with regard to notice shall apply to such
adjournment. 

60.      Resolution in lieu of
meeting. Notwithstanding any of the foregoing provisions of this by-law a
resolution in writing signed by all the shareholders entitled to vote on that
resolution at a meeting of the shareholders is, subject to Section 142 of the
Act, as valid as if it had been passed at a meeting of the shareholders. 

SHARES 

61.      Allotment and
Issuance. Subject to the provisions of Section 25 of the Act and any
unanimous shareholder agreement, shares in the capital of the Company may be
allotted and issued by resolution of the board of directors at such time and on
such terms and conditions and to such persons or class or classes of persons as
the board of directors determines provided that no share shall be issued until
it is fully paid as provided by the Act. 

62.      Certificates. Share
certificates and the form of stock transfer power on the reverse side thereof
shall (subject to Section 49 of the Act) be in such form as the board of
directors may by resolution approve and such certificates shall be manually
signed by the Chairman of the Board or the Vice-Chairman of the Board or the
President or a Vice-President and the Secretary or an Assistant Secretary
holding office at the time of signing and need not be under corporate seal. 

            The
signature of the Chairman of the Board,, the Vice-Chairman of the Board, the
President or a Vice-President may be printed, engraved, lithographed or
otherwise mechanically reproduced upon certificates for the shares of the
Company. Certificates so signed shall be deemed to have been manually signed by
the Chairman of the Board, the Vice-Chairman of the Board, the President or a
Vice-President whose signature is so printed, engraved, lithographed or
otherwise mechanically reproduced thereon and shall be as valid to all intents
and purposes as if they had been signed manually. Where the Company has a
appointed a registrar, transfer agent or branch transfer agent or other
authenticating agent for the shares (or for the shares of any class or classes)
of the Company the signature of the Secretary or Assistant Secretary may also be
printed, engraved, lithographed or otherwise mechanically reproduced on
certificates representing the shares (or the shares of any class or classes in
respect of which any such appointment has been made) of the Company and when
manually countersigned by or on behalf of a registrar, transfer agent or branch
transfer agent or other authenticating agent such certificates so signed shall
be as valid to all intents and purposes as if they had been manually signed by the aforesaid
officers. A share certificate containing the signature of a person which is
printed, engraved, lithographed or otherwise mechanically reproduced thereon may
be issued notwithstanding that the person has ceased to be an officer of the
Company and shall be as valid as if he were an officer at the date of its issue.




- 16 - 

63.      Commissions. The board
may from time to time authorize the Company to pay a reasonable commission to
any person in consideration of his purchasing or agreeing to purchase shares of
the Company, whether from the Company or from any other person, or procuring or
agreeing to procure purchasers for any such shares. 

TRANSER OF SECURITIES 

64.      Registration of
Transfers. Subject to the provisions of the Act, no transfer of shares shall
be registered in a securities register except upon presentation of the
certificate representing such shares with an endorsement which complies with the
Act made thereon or delivered therewith duly executed by an appropriate person
as provided by the Act, together with such reasonable assurance that the
endorsement is genuine and effective as the board may from time to time
prescribe, upon payment of all applicable taxes and any fees prescribed by the
board. Certificates representing shares to be transferred shall be surrendered
and cancelled. 

65.      Transfer Agent and
Registrar. The directors may from time to time by resolution appoint or
remove one or more transfer agents and/or branch transfer agents and/or
registrars and/or branch registrars (which may or may not be the same individual
or body corporate) for the securities issued by the Company in registered form
(or for such securities of any class or classes) and may provide for the
registration of transfers of such securities (or such securities of any class or
classes) in one or more places and such transfer agents and/or branch transfer
agents and/or registrars and/or branch registrars shall keep all necessary books
and registers of the Company for the registering of such securities (or such
securities of the class or classes in respect of which any such appointment has
been made). In the event of any such appointment in respect of the shares (or
the shares of any class or classes) of the Company, all share certificates
issued by the Company in respect of the shares (or the shares of the class or
classes in respect of which any such appointment has been made) of the Company
shall be countersigned by or on behalf of one of the said transfer agents and/or
branch transfer agents and by or on behalf of one of the said registrars and/or
branch registrars, if any. One person may be designated both registrar and
transfer agent. 

66.      Securities Registers.
The securities register and the register of transfers of the Company shall
be kept at the registered office of the Company or at such other office or place
in Ontario as may from time to time be designated by resolution of the board of
directors and a branch register or registers of transfers may be kept at such
office or offices of the Company or other place or places, either within or
outside Ontario, as may from time to time be designated by resolution of the
directors. 




- 17 - 

67.      Surrender of Certificates.
No transfer of shares shall be recorded or registered unless or until the
certificate representing the shares to be transferred has been surrendered and
cancelled. 

68.      Non-recognition of Trusts.
Subject to the provisions provided by the Act, the Company may treat as
absolute owner of any share the person in whose name the share is registered in
the securities register as if that person had full legal capacity and authority
to exercise all rights of ownership, irrespective of any indication to the
contrary through knowledge or notice or description in the Company’s records or
on the share certificate. 

69.      Shareholder indebted to
the Company. Subject to subsection 49(8) of the Act, if the articles of the
Company provide that the Company has a lien on a share registered in the name of
a shareholder or his legal representative for a debt of that shareholder to the
Company, then by way of enforcement of such lien the directors may refuse to
permit the registration of a transfer of such share, and the directors of the
Company may apply any dividends or other distributions paid or payable on or in
respect of the share or shares in respect of which the Company has such a lien
in repayment of the debt of the shareholder to the Company. 

70.      Replacement of Share
Certificates. The board or any officer or agent designated by the board may
in its or his discretion direct the issue of a new share certificate in lieu of
and upon cancellation of a share certificate that has been mutilated or in
substitution for a share certificate claimed to have been lost, destroyed or
wrongfully taken on payment of such fee, not exceeding $3.00, 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. 

71.      Joint Shareholders. It
two or more persons are registered as joint holders of any share, the Company
shall not be bound to issue more than one certificate in respect thereof, and
delivery of such certificate to ne of such person shall be sufficient delivery
to all of them. Any one of such persons 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 shares.


72.      Deceased Shareholders.
In the event of the death of a holder, or of one of the joint holders, of any
share , the Company shall not be required to make any entry in the securities
register in respect thereof or to make payment of any dividends thereon except
upon production of all such documents as may be required by law and upon
compliance with the reasonable requirements of the Company and its transfer
agent. 

73.      The directors may from time
to time by resolution declare and the Company may pay dividends on the issued
and outstanding shares in the capital of the Company subject to the provisions
(if any) of the articles of the Company. 

74.      Dividend Cheques. A
dividend payable in cash shall be paid by cheque drawn on the Company’s bankers
or one of them to the order of each registered holder of shares of the class or
series in respect of which it has been declared and mailed by prepaid ordinary
mail to such registered holder at his recorded address, unless 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 of 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 Company is required to
and does withhold. 




- 18 - 

75.      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 Company 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 s the board
may from time to time prescribe, whether generally or in any particular case.


76.      Record Date for Dividends
and Rights. The board may fix in advance a date, preceding by not more than
60 days the date for the payment of any dividend or the date for the issue of
any warrant or other evidence of the right to subscribe for securities of the
Company, as a record date for the determination of the persons entitled to
receive payment of such dividend or to exercise the right to subscribe for such
securities, and notice of any such record date shall be given not less than
seven days before such record date in the manner provided by the Act. If no
record date is so fixed, the record date for the determination of the persons
entitled to receive payment of any dividend or to exercise the right to
subscribe for securities of the Company shall be at the close of business on the
day on which the resolution relating to such dividend or right to subscribe is
passed by the board. 

77     . Unclaimed Dividends. Any
dividend unclaimed after a period of six years from the date on which the same
has been declared to be payable shall be forfeited and shall revert to the
Company. 

VOTING SHARES AND SECURITIES IN OTHER COMPANIES 

78.      All of the shares or other
securities carrying voting rights of any other body corporate held from time to
time by the Company may be voted at any and all meetings of shareholders,
bondholders, debenture holders or holders of other securities (as the case may
be) of such other body corporate and in such manner and by such person or
persons as the board or directors of the Company shall from time to time
determine. The proper signing officers of the Company may also form time to time
execute and deliver for and on behalf of the Company proxies and/or arrange for
the issuance of voting certificates and/or other evidence of the right to vote
in such names as they may determine without the necessity of a resolution or
other action by the board of directors. 

INFORMATION AVAILABLE TO SHAREHOLDERS 

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




- 19 - 

80.      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 Company or any of
them shall be open to the inspection of shareholders and no shareholder shall
have any right to inspect any document or book or register or accounting record
of the Company except as conferred by statute or authorized by the board of
directors or by a resolution of the shareholders. 

NOTICES 

81.      Service. Any notice or
other document required by the Act, the Regulations, the articles or the by-laws
to be sent to any shareholder or director or to the auditor shall be delivered
personally or sent by prepaid mail or by prepaid transmitted or recorded
communication to any such shareholder at his latest address as shown in the
records of the Company or its transfer agent and to any such director at his
latest address as shown in the records of the Company or the most recent notice
filed under the Act, whichever is the most current and to the auditor at his
business address. If a notice or document is sent to a shareholder by prepaid
mail in accordance with this paragraph and the notice or document is returned on
three consecutive occasions because the shareholder cannot be found, it shall
not be necessary to send any further notices or documents to the shareholder
until he informs the Company in writing of his new address. A notice so
delivered shall be deemed to have been given when it is delivered personally or
to the recorded address as aforesaid; a notice so mailed shall be deemed to have
been given when deposited in a post office or public letter box and shall be
deemed to have been received on the fifth day after so depositing; and a notice
so sent by any means of transmitted or recorded communication shall be deemed to
have been given when dispatched or delivered to the appropriate communication
company or agency or its representative for dispatch. The Secretary may change
or cause to be changed the recorded address of any shareholder, director,
officer, auditor or member of a committee of the board in accordance with any
information believed by him to be reliable. 

82.      Shares registered in more
than one name. All notices or other documents with respect to any shares
registered in more than one name shall be given to whichever of such persons is
named first in the records of the Company and any notice or other document so
given shall be sufficiently given to all the holders of such shares. 

83.      Persons becoming entitled
by operation of law. Subject to Section 51 of the Act every person who by
operation of law, transfer or any other means whatsoever shall become entitled
to any share or shares shall be bound by every notice or other document in
respect of such share or shares which, previous to his name and address being
entered in the records of the Company, shall be duly given to the person or
persons from whom he derives his title to such share or shares. 

84.      Deceased Shareholders.
Subject to Section 51 of the Act any notice or other document delivered or
sent by post, prepaid transmitted, recorded communication or left at the address
of any shareholder as the same appears in the records of the Company shall,
notwithstanding that such shareholder be then deceased, and whether or not the
Company has notice of his decease, be deemed to have been duly served in respect
of the shares held by such shareholder (whether held solely or with any other
person or persons) until some other person be entered in his stead in the
records of the Company as the holder or one of the holders thereof and such
service shall for all purposes be deemed a sufficient service of such notice or
document on his heirs, executors or administrators and on all persons, if any,
interested through him or with him in such shares. 




- 20 - 

85.      Signature to notices.
The signature of any director or officer of the Company to any notice or
document to be given by the Company may be written, stamped, typewritten or
printed or partly written, stamped, typewritten or printed. 

86.      Proof of Service. A
certificate of the Chairman of the Board (if any), the President, a
Vice-President, the Secretary or the Treasurer or of any other officer of the
Company in office at the time of the making of the certificate or of a transfer
officer or any transfer agent or branch transfer agent of shares of any class of
the Company as to the facts in relation to the mailing or delivery of any notice
or other document to any shareholder, director, officer or auditor or
publication of any notice or other document shall be conclusive evidence thereof
and shall be binding on every shareholder, director, officer or auditor of the
Company as the case may be. 

87.      Computation of Time.
Subject paragraph 9 of this by-law, in computing the date when notice must
be given under any provision requiring a specified number of days notice of any
meeting or other event both the date of giving the notice and the date of the
meeting or other event shall be excluded. 

88.      Omissions and Errors.
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 found thereon. 

89.      Waiver of Notice. Any
shareholder (or his duly appointed proxyholder), director, officer, auditor or
member of a committee of the board may at any time waive notice, or waive or
abridge the time for any notice, required to be given to him under any provision
of the Act, the regulations thereunder, the articles, the by-laws or otherwise
such waiver or abridgement, whether given before or after the meeting or other
event of which notice is required to be given shall cure any default in the
giving or in the time of such notice, as the case may be. Any such waiver or
abridgement shall be in writing except a waiver of notice of a meeting of
shareholders or of the board or of a committee of the board which may be given
in any manner. 

EXECUTION OF INSTRUMENTS 

90.      Contracts, documents or
instruments in writing requiring the signature of the Company may be signed by:





- 21 - 

	 	(a) 	
      the Chairman of the Board, the Vice-Chairman of the
      Board, the Managing Director, the President or a Vice-President and the
      Secretary or the Treasurer, or

	 	 	 
	 	(b) 	
      any two directors;



and all contracts, documents and instruments in writing so
signed shall be binding upon the Company without any further authorization or
formality. The board of directors shall have power from time to time by
resolution to appoint any officer or officers, or any person or persons, on
behalf of the Company either to sign contracts, documents and instruments in
writing generally or to sign specific contracts, documents or instruments in
writing. 

        
   The corporate seal of the Company, if any, may be affixed to
contracts, documents and instruments in writing signed as aforesaid or by any
officer or officers, person or persons, appointed as aforesaid by resolution of
the board of directors but any such contract, document or instrument is not
invalid merely because the corporate seal, if any, is not affixed thereto. 

        
   The term “contracts, documents or instruments in writing’ as
used in this by-law shall include deeds, mortgages, hypothecs, charges,
conveyances, transfers and assignments of property real or personal, immovable
or movable, agreements, releases, receipts and discharges for the payment of
money or other obligations, conveyances, transfers and assignments of shares,
share warrants, stocks, bonds, debentures or other securities and all paper
writings. 

           
In particular without limiting the generality of the foregoing: 

	 	(a) 	
      the Chairman of the Board, the Vice-Chairman of the
      Board, the Managing Director, the President or a Vice-President and the
      Secretary or the Treasurer, or

	 	 	 
	 	(b) 	
      any two directors



shall have authority to sell, assign, transfer, exchange,
convert or convey any and all shares, stocks, bonds, debentures, rights,
warrants or other securities owned by or registered in the name of the Company
and to sign and execute (under the seal of the Company or otherwise) all
assignments, transfers, conveyances, powers of attorney and other instruments
that may be necessary for the purpose of selling, assigning, transferring,
exchanging, converting or conveying any such shares, stocks, bonds, debentures,
rights, warrants or other securities. 

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

  
         The signature or
signatures of the Chairman of the Board, the Vice-Chairman of the Board, the
Managing Director, the President, a Vice-President, the Secretary, the
Treasurer, an Assistant Secretary or an Assistant Treasurer or any director of
the Company and/or of any other officer of officers, person or persons,
appointed as aforesaid by resolution of the board of directors may, if specifically authorized by resolution of the
directors, be printed, engraved, lithographed or otherwise mechanically
reproduced upon any contracts, documents or instruments in writing or bonds,
debentures or other securities of the Company executed or issued by or on behalf
of the Company and all contracts, documents or instruments in writing or bonds,
debentures or other securities of the Company on which the signature or
signatures of any of the foregoing officers of persons authorized as aforesaid
shall be so reproduced pursuant to special authorization by resolution of the
directors shall be deemed to have been manually signed by such officers or
persons whose signature or signatures is or are so reproduced and shall be as
valid to all intents and purposes as if they have been signed manually and
notwithstanding that the officers or persons whose signature or signatures is or
are so reproduced may have ceased to hold office at the date of the delivery or
issue of such contracts, documents or instruments in writing or bonds,
debentures or other securities of the Company. 




- 22 - 

FINANCIAL YEAR 

91.      The financial year of the
Company shall terminate on such date in each year as the directors may from time
to time by resolution determine. 

COUNTERPARTS 

92.      Any Resolution of the Board
of Directors or of the shareholders of the Company permitted to be signed in
writing may be signed in one or more counterparts and each of such counterpart
shall be taken together and constitute a single document. 

REPEAL 

93.      All previous by-laws of the
Company are repealed as of the coming into force of this by-law provided that
such repeal shall not affect the previous operation of any by-law so repealed or
affect the validity of any act done or right, privileges, obligation or
liability acquired or incurred under or the validity of any contract or
agreement made pursuant to any such by-law prior to its repeal. All officers and
persons acting under any by-law so repealed shall continue to act as if
appointed under the provisions of this by-law and all resolutions of the
shareholders or board of directors with continuing effect passed under repealed
by-law shall continue to be good and valid except to the extent inconsistent
with this by-law or until amended or repealed. 

           
AMENDED AND RESTATED this 27 day of May, 2010. 

           
WITNESS the corporate seal of the Company. 

	/s/ Steven R.
      Bromley 	C.S. 	/s/
      John Dietrich 
	President 	  	Secretary