**Exhibit1.2**

 

**QSOUNDLABS, INC.**

 

##### **BY-LAWNO. 1**

 

**July 2, 2002**

 

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| **DEFINITIONS**                                                           |
|---------------------------------------------------------------------------|
|                                                                      |
| **REGISTERED OFFICE**                                                     |
|                                                                      |
| **SEAL**                                                                  |   |
|                                                                      |   |
| **DIRECTORS**                                                             |
|                                                                      | **Number** |
|                                                                      | **Vacancies** |
|                                                                      | **Powers** |
|                                                                      | **Duties** |
|                                                                      | **Qualification** |
|                                                                      | **Term of Office** |
|                                                                      | **Election** |
|                                                                      | **Consent to Election** |
|                                                                      | **Removal** |
|                                                                      | **Vacation of Office** |
|                                                                      | **Validity of Acts** |
|                                                                      |   |
| **MEETINGS OF DIRECTORS**                                                 |
|                                                                      | **Place of Meeting** |
|                                                                      | **Notice** |
|                                                                      | **Waiver of Notice** |
|                                                                      | **Omission of Notice** |
|                                                                      | **Telephone Participation** |
|                                                                      | **Adjournment** |
|                                                                      | **Quorum and Voting** |
|                                                                      | **Resolution in Lieu of  Meeting** |
|                                                                      |   |
| **COMMITTEES OF DIRECTORS**                                               |
|                                                                      | **General** |
|                                                                      | **Audit Committee** |
|                                                                      |   |
| **REMUNERATION OF DIRECTORS,  OFFICERS AND EMPLOYEES**                    |
|                                                                      |
| **SUBMISSION  OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL** |
|                                                                      |
| **CONFLICT OF INTEREST**                                                  |
|                                                                      |
| **FOR THE  PROTECTION OF DIRECTORS AND OFFICERS**                         |
|                                                                      |
| **INDEMNITIES TO  DIRECTORS AND OTHERS**                                  |
|                                                                      |
| **OFFICERS**                                                              |
|                                                                      | **Appointment of Officers** |
|                                                                      | **Removal of  Officers and Vacation of Office** |
|                                                                      | **Vacancies** |
|                                                                      | **Chairman of the Board** |
|                                                                      | **President** |
|                                                                      | **Vice-President** |
|                                                                      | **Secretary** |
|                                                                      | **Treasurer** |
|                                                                      | **Assistant  Secretary and Assistant Treasurer** |
|                                                                      | **Managing Director** |
|                                                                      | **Duties of  Officers may be Delegated** |
|                                                                           |  |  |

 

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| **SHAREHOLDERS’ MEETINGS**                  |
|--------------------------------------------------|
|                                             | **Annual Meeting** |
|                                             | **Special Meetings** |
|                                             | **Meeting on  Requisition of Shareholders** |
|                                             | **Notice** |
|                                             | **Waiver of Notice** |
|                                             | **Omission of Notice** |
|                                             | **Record Dates** |
|                                             | **Chairman of the Meeting** |
|                                             | **Votes** |
|                                             | **Right to Vote** |
|                                             | **Proxies** |
|                                             | **Electronic Communication** |
|                                             | **Adjournment** |
|                                             | **Quorum** |
|                                             | **Resolution in Lieu of  Meeting** |
|                                             |   |
| **SHARES AND TRANSFERS**                         |
|                                             | **Issuance** |
|                                             | **Security Certificates** |
|                                             | **Agent** |
|                                             | **Dealings with  Registered Holder** |
|                                             | **Surrender of  Security Certificates** |
|                                             | **Defaced, Destroyed, Stolen or Lost Security  Certificates** |
|                                             | **Enforcement of  Lien for Indebtedness** |
|                                             |   |
| **DIVIDENDS**                                    |
|                                             |
| **VOTING  SECURITIES IN OTHER BODIES CORPORATE** |
|                                             |
| **NOTICES,  ETC**                                |
|                                             | **Service** |
|                                             | **Failure to Locate  Shareholder** |
|                                             | **Shares  Registered in More than on Name** |
|                                             | **Persons  Becoming Entitled by Operation of Law** |
|                                             | **Signatures upon Notices** |
|                                             | **Computation of Time** |
|                                             | **Proof of Service** |
|                                             |   |
| **CUSTODY OF SECURITIES**                        |
|                                             |
| **EXECUTION OF CONTRACTS, ETC**                  |
|                                             |
| **FISCAL PERIOD**                                |

 

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**QSOUND LABS, INC.**

 

**BY-LAW NO.1**

 

A by-law relating generally to the conduct of thebusiness and affairs of QSOUND LABS, INC. (hereinafter called the“Corporation”).

 

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

 

# **DEFINITIONS**

 

**1.****                                     **Inthis by-law and all other by-laws of the Corporation, unless the context otherwisespecifies or requires:

 

(a)                                  “Act”means the Business Corporations Act (Alberta) and the regulations madethereunder, as from time to time amended, and in the case of such amendment anyreference in the by-laws shall be read as referring to the amended provisionsthereof;

 

(b)                                 “Board”means the board of directors of the Corporation;

 

(c)                                  “By-laws”means the by-laws of the Corporation from time to time in force and effect;

 

(d)                                 allterms contained in the by-laws which are defined in the Act shall have themeaning given to such terms in the Act;

 

(e)                                  wordsimporting the singular number only shall include the plural and vice versa;words importing the masculine gender shall include the feminine and neutergenders; and

 

(f)                                    theheadings used in the by-laws are inserted for reference purposes only and arenot to be considered or taken into account in construing the terms orprovisions thereof or to be deemed in any way to clarify, modify or explain theeffect of any such terms or provisions.

 

# **REGISTERED OFFICE**

 

**2.**                                      TheCorporation shall at all times have a registered office within Alberta.  Subject to subsection (4) of section 19 ofthe Act, the directors of the Corporation may at any time:

 

(a)                                  changethe address of the registered office within Alberta;

 

(b)                                 designate,or revoke or change a designation of a records office within Alberta; or

 

(c)                                  designate,or revoke or change a designation of, a post office box within Alberta as theaddress for service by mail of the Corporation.

 

# **SEAL**

 

**3.**                                      Thecorporate seal of the Corporation shall be such as the directors may beresolution from time to time adopt.

 

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# **DIRECTORS**

 

### **4.**                                      Number.  The number ofdirectors shall be the number fixed by the articles, or where the articlesspecify a variable number, the number shall be not less than the minimum andnot more than the maximum number so specified and shall be determined from timeto time within such limits by resolution of the shareholders or the board ofdirectors.  Subject to subsection (4) ofsection 100 of the Act, at least half of the directors shall be residentCanadians.

 

### **5.**                                      Vacancies.  Subject to section 106of the Act, a quorum of directors may fill a vacancy among the directors,except a vacancy resulting from an increase in the number or minimum number ofdirectors or from the failure to elect the number or minimum number ofdirectors required by the articles.  Ifthere is not a quorum of directors, or if there has been a failure to elect thenumber or minimum number of directors required by the articles, the directorsthen in office shall forthwith call a special meeting of shareholders to fillthe vacancy and, if they fail to call a meeting or if there are no directorsthen in office, the meeting may be called by any shareholder.  If the shareholders have adopted anamendment to the articles to increase the number or minimum number ofdirectors, and have not, at the meeting at which they adopted the amendment,elected an additional number of directors authorized by the amendment, thedirectors then in office shall forthwith call a special meeting of theshareholders to fill the vacancy.

 

A director appointed or elected to fill a vacancyholds office for the unexpired term of his predecessor.

 

### **6.**                                      Powers.  Subject to anyunanimous shareholder agreement, the directors shall manage the business andaffairs of the Corporation and may exercise all such powers and do all suchacts and things as may be exercised or done by the Corporation and are notexpressly directed or required to be done in some manner by the Act, thearticles, the by-laws, any special resolution of the Corporation, a unanimousshareholder agreement or by statute.

 

### **7.**                                      Duties.  Every director andofficer of the Corporation in exercising his powers and discharging his dutiesshall:

 

### **(a)**                                  act honestly and ingood faith with a view to the best interests of the Corporation; and

 

### **(b)**                                 exercise the care,diligence and skill that a reasonably prudent person would exercise incomparable circumstances.

 

### **8.**                                      Qualification.  Thefollowing persons are disqualified from being a director of the Corporation:

 

### **(a)**                                  anyone who is lessthan 18 years of age;

 

(b)                                 anyonewho

 

(i)                                     isa dependent adult as defined in the Dependent Adults Act or is thesubject of a certificate of incapacity under the Act,

 

(ii)                                  isa formal patient as defined in the Mental Health Act,

 

(iii)                               isthe subject of an order under The Mentally Incapacitated Persons Actappointing a committee of his person or estate or both, or

 

(iv)                              hasbeen found to be a person of unsound mind by a court elsewhere than in Alberta;

 

(c)                                  aperson who is not an individual; and

 

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(d)                                 aperson who has the status of bankrupt.

 

Unless the articlesotherwise provide, a director of the Corporation is not required to hold sharesissued by the Corporation.

 

### **9.**                                      Term ofOffice.  A director’s term of office (subject to theprovisions, if any, of the Corporation’s articles or any unanimous shareholderagreement, and subject to his election for an expressly stated term) shall befrom the date of the meeting at which he is elected or appointed until theclose of the first annual meeting of shareholders following his election orappointment or until his successor is elected or appointed.

 

### **10.**                               Election. Subject to sections 101 and 102 of the Act,shareholders of the Corporation shall, by ordinary resolution at the firstmeeting of shareholders and at each succeeding annual meeting at which anelection of directors is required, elect directors to hold office for a termexpiring not later than the close of the next annual meeting of shareholdersfollowing the election.  A director notelected for an expressly stated term ceases to hold office at the close of the firstannual meeting of shareholders following his election but, if qualified, iseligible for re-election. Notwithstanding the foregoing, if directors are not elected at a meetingof shareholders, the incumbent directors continue in office until their successorsare elected.

 

Ifa meeting of shareholders fails to elect the number or the minimum number ofdirectors required by the articles by reason of the disqualification or deathof any candidate, the directors elected at that meeting may exercise all thepowers of the directors if the number of directors so elected constitutes aquorum.

 

### **11.**                               Consentto Election.A person who iselected or appointed a director is not a director unless he was present at themeeting when he was elected or appointed and did not refuse to act as adirector or, if he was not present at the meeting when he was elected orappointed, he consented to act as a director in writing before his election orappointment or within 10 days after it or he has acted as a director pursuantto the election or appointment.

 

### **12.**                               Removal.  Subject tosections 102 and 104 of the Act, the shareholders of the Corporation may byordinary resolution at a special meeting remove any director from office beforethe expiration of his term of office and may, by a majority of votes cast atthe meeting, elect any person in his stead for the remainder of his term.

 

### **13.**                               Vacationof Office.  A director of the Corporation ceases to holdoffice when:

 

(a)                                  hedies or resigns;

 

(b)                                 heis removed from office; or

 

(c)                                  hebecomes disqualified.

 

A resignation of adirector becomes effective at the time a written resignation is sent to theCorporation, or at the time specified in the resignation, whichever is later.

 

### **14.**                               Validity of Acts. An act of a director or officer is valid notwithstanding an irregularityin his election or appointment or a defect in his qualification.  An act of the directors or a committee ofdirectors is valid notwithstanding non-compliance with paragraphs 4, 21 or 23hereof.

 

# **MEETINGS OFDIRECTORS**

 

### **15.**                               Place of Meeting. Unless the articles otherwise provide, meetings of directors and of anycommittee of directors may be held at any place.  A meeting of directors may be convened by the Chairman of theBoard (if any),

 

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### **thePresident or any director at any time and the Secretary shall upon direction ofany of the foregoing convene a meeting of directors.**

 

### **16.**                               Notice.  Notice of the timeand place for the holding of any meeting of directors or of any committee ofdirectors shall be sent to each director or each director who is a member ofsuch committee, as the case may be, not less than forty-eight (48) hours beforethe time of the meeting; provided that a meeting of directors or of anycommittee of directors may be held at any time without notice if all thedirectors or members of such committee are present (except where a directorattends 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 absent directors waive notice of the meeting.  The notice of a meeting of directors shall specify any matterreferred to in subsection (3) of section 110 of the Act that is to be dealtwith at the meeting, but need not specify the purpose or the business to thetransacted at the meeting.

 

### **Forthe first meeting of directors to be held following the election of directorsat an annual or special meeting of the shareholders or for a meeting ofdirectors at which a director is appointed to fill a vacancy in the board, nonotice of such meeting need be given to the newly elected or appointed directoror directors in order for the meeting to be duly constituted, provided a quorumof the directors is present.**

 

### **17.**                               Waiver of Notice. Notice of any meeting of directors or of any committee of directors orthe time for the giving of any such notice or any irregularity in any meetingor in the notice thereof may be waived by any director in writing or bytelecopy, telegram, cable or telex addressed to the Corporation or in any othermanner, and any such waiver may be validly given either before or after themeeting to which such waiver relates. Attendance of a director at any meeting of directors or of any committeeof directors is a waiver of notice of such meeting, except when a directorattends a meeting for the express purpose of objecting to the transaction ofany business on the grounds that the meeting is not lawfully called.

 

### **18.**                               Omission ofNotice. The accidentalomission to give notice of any meeting of directors or of any committee ofdirectors to or the non-receipt of any notice by any person shall notinvalidate any resolution passed or any proceeding taken at such meeting.

 

### **19.**                               TelephoneParticipation.  A director may participate in a meeting ofdirectors or of any committee of directors by means of telephone or othercommunication facilities that permit all persons participating in the meetingto hear each other, and a director participating in a meeting by those means isdeemed for the purposes of the Act and this by-law to be present at thatmeeting.

 

### **20.**                               Adjournment.  Any meeting ofdirectors or of any committee of directors may be adjourned from time to timeby the chairman of the meeting, with the consent of the meeting, to a fixedtime and place.  Notice of an adjournedmeeting of directors or committee of directors is not required to be given ifthe 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. The directors who formed a quorum at the originalmeeting are not required to form the quorum at the adjourned meeting.  If there is no quorum present at the adjournedmeeting, the original meeting shall be deemed to have terminated forthwithafter its adjournment.  Any business maybe brought before or dealt with at the adjourned meeting, which might have beenbrought before or dealt with at the original meeting in accordance with thenotice calling the same.

 

### **21.**                               Quorum andVoting.  Subject to the articles, a majority of thenumber of directors constitutes a quorum at any meeting of directors and,notwithstanding any vacancy among the directors, a quorum of directors mayexercise all the powers of the directors. Subject to subsection (3) and (4) of section 109 of the Act, directorsshall not transact business at a meeting of directors unless a quorum ispresent and at least half of the directors present are resident Canadians.  Questions arising at any meeting ofdirectors shall be decided by a majority of votes.  In the

 

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case of an equality of votes, the chairman of the meeting in additionto his original vote shall not have a second or casting vote.

 

### **22.**                               Resolutionin Lieu of Meeting.  Subject to the articles or a unanimousshareholder agreement, a resolution in writing, signed by all the directorsentitled to vote on that resolution at a meeting of directors or committee ofdirectors, is as valid if it had been passed at a meeting of directors orcommittee of directors.  A resolution inwriting dealing with all matters required by the Act or by this by-law to bedealt with at a meeting of directors, and signed by all the directors entitledto vote at the meeting, satisfies all the requirements of the Act and thisby-law relating to meetings of directors.

 

# **COMMITTEES OFDIRECTORS**

 

### **23.**                               General.  The directors may fromtime to time appoint from their number a managing director, who must be aresident Canadian, or a committee of directors, at least half of whom shall beresident Canadians, and may delegate to the managing director or such committeeany of the powers of the directors, except that no managing director orcommittee shall have the authority to:

 

### **(a)**                                  submit to theshareholders any question or matter requiring the approval of the shareholders;

 

### **(b)**                                 fill a vacancy amongthe directors or in the office of auditor;

 

### **(c)**                                  issue securitiesexcept in the manner and on the terms authorized by the directors;

 

### **(d)**                                 declare dividends;

 

### **(e)**                                  purchase, redeem orotherwise acquire shares issued by the Corporation, except in the manner and onthe terms authorized by the directors;

 

### **(f)**                                    pay a commissionreferred to in section 39 of the Act;

 

### **(g)**                                 approve a managementproxy circular;

 

### **(h)**                                 approve any annualfinancial statements to be placed before the shareholders of the Corporation;or

 

### **(i)**                                     adopt, amend or repealby-laws of the Corporation.

 

### **Notwithstanding the foregoing and subject to the articlesor any unanimous shareholder agreement, the directors may, by resolution,delegate to a director, managing director or committee of directors the powerto:**

 

### **(a)**                                  borrow money on thecredit of the Corporation;

 

### **(b)**                                 issue, reissue, sellor pledge obligations of the Corporation;

 

### **(c)**                                  subject to section 42of the Act, give a guarantee on behalf of the Corporation to secure performanceof an obligation of any person; and

 

### **(d)**                                 mortgage, hypothecate,pledge or otherwise create a security interest in all or any property of theCorporation, owned or subsequently acquired to secure any obligation of theCorporation.

 

24.                                 **Audit Committee.** Subject to subsection (3) ofsection 165 of the Act, if any of the issued shares of the Corporation, orsecurities of the Corporation which may or might be exchanged for or convertedinto shares of the

 

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Corporation, were part of a distribution to the public and theCorporation has more than fifteen shareholders, the directors shall electannually from among their number an audit committee to be composed of not fewerthan three directors, a majority of whom are not officers or employees of theCorporation or any of its affiliates.

 

Each member of the audit committee shall serve duringthe pleasure of the board of directors and, in any event, only as long as heshall be a director.  The directors mayfill vacancies in the audit committee from among their number.

 

The audit committee shall have power to fix its quorumat not less than a majority of its members and to determine its own rules ofprocedure subject to any regulations imposed by the board of directors fromtime to time and to the following paragraph.

 

The auditor of the Corporation is entitled to receivenotice of every meeting of the audit committee and, at the expense of theCorporation, to attend and be hear thereat, and, if so requested by a member ofthe audit committee, shall attend every meeting of the committee held duringthe term of office of the auditor.  Theauditor of the corporation or any member of the audit committee may call ameeting of the committee.

 

The audit committee shall review the financialstatements of the Corporation prior to approval thereof by the board and shallhave such other powers and duties as may from time to time by resolution beassigned to it by the board.

 

# **REMUNERATION OFDIRECTORS**,OFFICERS AND EMPLOYEES

 

**25.****                              **Subjectto the articles or any unanimous shareholders agreement, the directors of theCorporation may fix the remuneration of the directors, officers and employeesof the Corporation.  Any remunerationpaid to a director of the Corporation shall be in addition to the salary paidto such director in his capacity as an officer or employee of the Corporation.

 

Thedirectors may also by resolution award special remuneration to any director inundertaking any special services on the Corporation’s behalf other than theroutine work ordinarily required of a director of the Corporation. Theconfirmation of any such resolution by the shareholders shall not be required.  The directors, officers and employees shallalso be entitled to be paid their travelling and other expenses properlyincurred by them in connection with the affairs of the Corporation.

 

The aggregate remuneration paid to the directors andthe aggregate remuneration paid to the five highest paid officers andemployees, other than directors, shall be disclosed to the shareholder at everyannual meeting.

 

# **SUBMISSION OFCONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL**

 

**26.****                              **Thedirectors in their discretion may submit any contract, act or transaction forapproval, ratification or confirmation at any annual meeting of theshareholders or at any special meeting of the shareholders called for thepurposes of considering the same and any contract, act or transaction thatshall be approved, ratified or confirmed by resolution passed by a majority ofvotes cast at any such meeting (unless any different or additional requirementis imposed by the Act or by the Corporation’s articles or any other by-law) shallbe as valid and as binding upon all the shareholders as though it had beenapproved, ratified and/or confirmed by every shareholder of the Corporation.

 

# **CONFLICT OF INTEREST**

 

**27.****                              **Adirector or officer of the Corporation who is a party to a material contract orproposed material contract with the Corporation, or is a director or an officerof or has a material interest in any person who is a party to a materialcontract or proposed material contract with the Corporation shall disclose thenature and extent of his

 

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interest at the time andin the manner provided in the Act. Except as provided in the Act, no such director of the Corporation shallvote on any resolution to approve such contract.  If a material contract is made between the Corporation and one ormore of its directors or officers, or between the Corporation and anotherperson of which a director or officer of the Corporation is a director orofficer or in which he has a material interest, (i) the contract is neithervoid nor voidable by reason only of that relationship, or by reason only that adirector with an interest in the contract is present at or is counted todetermine the presence of a quorum at a meeting of directors or committee of directorsthat authorized the contract, and (ii) a director or officer or former directoror officer of the Corporation to whom a profit accrues as a result of themaking of the contract is not liable to account to the Corporation for thatprofit by reason only of holding office as a director or officer, if thedirector or officer disclosed his interest in accordance with the provisions ofthe Act and the contract was approved by the directors or the shareholders andit was reasonable and fair to the Corporation at the time it was approved.  This paragraph is subject to any unanimousshareholder agreement.

 

# **FOR THE PROTECTIONOF DIRECTORS AND OFFICERS**

 

**28.****                              **Nodirector or officer for the time being of the Corporation shall be liable tothe Corporation for the acts, receipts, neglects or defaults of any otherdirector or officer or employee or for joining in any receipt or act forconformity or for any loss, damage or expenses happening to the Corporationthrough the insufficiency or deficiency of title to any property acquired bythe Corporation or for or on behalf of the Corporation or for the insufficiencyor deficiency of any security in or upon which any of the monies of orbelonging to the Corporation shall be placed out or invested or for any loss ordamage arising from the bankruptcy, insolvency or totious act of any person,firm or corporation including any person, firm or corporation with whom orwhich any monies, securities or effects shall be lodged or deposited or for anyloss, conversion, misapplication or misappropriation of or any damage resultingfrom any dealings with any monies, securities or other assets belonging to theCorporation or for any other loss, damage or misfortune whatever which mayhappen in the execution of the duties of his respective office of trust or inrelation thereto, unless the same shall happen by or through his failure toexercise the powers and to discharge the duties of his office honestly, in goodfaith with a view to the best interests of the Corporation, and in connectiontherewith to exercise the care, diligence and skill that a reasonably prudentperson would exercise in comparable circumstances, provided that nothing hereincontained shall relieve a director or officer from the duty to act inaccordance with the Act or relieve him from liability under the Act. Thedirectors for the time being of the Corporation shall not be under any duty orresponsibility in respect of any contract, act or transaction whether or notmade, done or entered into in the name or on behalf of the Corporation, exceptsuch as shall have been submitted to and authorized or approved by thedirectors.  If any director or officerof the Corporation shall be employed by or shall perform services for the Corporationotherwise than as a director or officer or shall be a member of a firm or ashareholder, director or officer of a body corporate which is employed by orperforms services for the Corporation, the fact of his being a shareholder,director or officer of the Corporation or body corporate or member of the firmshall not disentitle such director or officer or such firm or body corporate,as the case may be, from receiving proper remuneration for such services.

 

# **INDEMNITIES TODIRECTORS AND OTHERS**

 

**29.****                              **(1)                                  Subjectto section 119 of the Act, except in respect of an action by or on behalf ofthe Corporation or body corporate to procure a judgment in its favour, theCorporation shall indemnify a director or officer of the Corporation, a formerdirector or officer of the Corporation or a person who acts or acted at theCorporation’s request as a director or officer of a body corporate of which theCorporation is or was a shareholder or creditor, and his heirs and legalrepresentatives, against all costs, charges and expenses, including an amountpaid to settle an action or satisfy a judgment, reasonably incurred by him inrespect of any civil, criminal or administrative action or proceeding to whichhe is made a party by reason of being or having been a director or officer ofthe Corporation or body corporate, if:

 

(a)                                  heacted honestly and in good faith with a view to the best interests of theCorporation; and

 

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(b)                                 inthe case of a criminal or administrative action or proceeding that is enforcedby a monetary penalty, he has reasonable grounds for believing that his conductwas lawful.

 

(2)                                  TheCorporation shall, subject to the approval of a Court (as defined in the Act),indemnify a person referred to in subparagraph 29(1) hereof in respect of an actionby or on behalf of the Corporation or a body corporate to procure a judgment inits favour, to which he is made a party by reason of being or having been adirector or an officer of the Corporation or body corporate, against all costs,charges and expenses reasonably incurred by him in connection with such actionif he fulfills the conditions set out in subparagraph 29(1)(a) and (b) hereof.

 

(3)                                  Notwithstandinganything in this paragraph 29, a person referred to in subparagraph 29(1) shallbe entitled to indemnity from the Corporation in respect of all costs, chargesand expenses reasonably incurred by him in connection with the defense of anycivil, criminal or administrative action or proceeding to which he is made aparty by reason of being or having been a director or officer of theCorporation or body corporate, if the person seeking indemnity:

 

(a)                                  wassubstantially successful on the merits of his defense of the action orproceeding; and

 

(b)                                 fulfillsthe conditions set out in subparagraph 29(1)(a) and (b) hereof.

 

# **OFFICERS**

 

**30.****                               Appointment of Officers.**  Subject to the articles or any unanimous shareholder agreement,the directors annually or as often as may be required may appoint from amongthemselves a Chairman of the Board and shall appoint a President and aSecretary and if deemed advisable may appoint one or more Vice-Presidents, aTreasurer and one or more Assistant Secretaries and/or one or more AssistantTreasurers.  None of such officersexcept the Chairman of the Board need be a director of the Corporation althougha director may be appointed to any office of the Corporation.  Two or more offices of the Corporation maybe held by the same person.  In case andwhenever the same person holds the offices of Secretary and Treasurer he maybut need not be known as the Secretary-Treasurer.  The directors may from time to time appoint such other officers,employees and agents as they shall deem necessary who shall have such authorityand shall perform such functions and duties as may from time to time beprescribed by resolution of the directors. The directors may from time to time and subject to the provisions of theAct, vary, add to or limit the duties and powers of any officer, employee oragent.

 

**31.****                               Removal of Officers and Vacation ofOffice**.Subject to the articles or any unanimous shareholder agreement, all officers,employees and agents, in the absence of agreement to the contrary, shall besubject to removal by resolution of the directors at any time with or withoutcause.

 

An officer of the Corporation ceases to hold officewhen he dies, resigns or is removed from office.  A resignation of an officer becomes effective at the time awritten resignation is sent to the Corporation, or at the time specified in theresignation, whichever is later.

 

**32.****                               Vacancies**.  If the office of President, Vice-President,Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or any otheroffice created by the directors pursuant to paragraph 30 hereof shall be orbecome vacant by reason of death, resignation or in any other mannerwhatsoever, the directors shall, in the case of the President and Secretary,and may, in the case of any other officers, appoint an individual to fill suchvacancy.

 

**33.****                               Chairman of the Board**.  TheChairman of the Board (if any) shall, if present, preside as chairman at allmeetings of the board and of shareholders. He shall sign such contracts, documents or instruments in writing as

 

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require his signature and shall have such other powers and shallperform such other duties as may from time to time be assigned to him byresolution of the directors.

 

**34.****                               President.**  The President shall be the chief executiveofficer of the Corporation (except as may otherwise be specified by the boardof directors) and shall, subject to the direction of the board of directors,exercise general supervision and control over the business and affairs of theCorporation.  In the absence of theChairman of the Board (if any), and if the President is also a director of theCorporation, the President shall, when present, preside as chairman at allmeetings of directors and shareholders. He shall sign such contracts, documents or instruments in writing asrequire his signature and shall have such other powers and shall perform suchother duties as may from time to time be assigned to him by resolution of thedirectors or as are incident to his office.

 

**35.****                               Vice-President.** The Vice-President or, if morethan one, the Vice-Presidents in order of seniority, shall be vested with allthe powers and shall perform all the duties of the President in the absence orinability or refusal to act of the President, provided, however, that aVice-President who is not a director shall not preside as chairman at any meetingof directors or shareholders.  TheVice-President or, if more than one, the Vice-Presidents shall sign suchcontracts, documents or instruments in writing as require his or theirsignatures and shall have such other powers and shall perform such other dutiesas may from time to time be assigned to him or them by resolution of thedirectors.

 

**36.****                               Secretary.**  The Secretary shall give or cause to be givennotices for all meetings of directors, any committee of directors andshareholders when directed to do so and shall, subject to the provisions of theAct, maintain the records referred to in subsection (1), (3) and (5) of section20 of the Act.  He shall sign suchcontracts, documents or instruments in writing as require his signature andshall have such other powers and shall perform such other duties as may fromtime to time be assigned to him by resolution of the directors or as areincident to his office.

 

**37.****                               Treasurer.**  Subject to the provisions of any resolutionof the directors, the Treasurer shall have the care and custody of all the fundand securities of the Corporation and shall deposit the same in the name of theCorporation in such bank or banks or with such other depository or depositariesas the directors may by resolution direct. He shall prepare and maintain adequate accounting records.  He shall sign such contracts, documents orinstruments in writing as require his signature and shall have such otherpowers and shall perform such other duties as may from time to time be assignedto him by resolution of the directors or as are incident to his office.  He may be required to give such bond for thefaithful performance of his duties as the directors in their uncontrolleddiscretion may require and no director shall be liable for failure to requireany such bond or for the insufficiency of any such bond or for any loss byreason of the failure of the Corporation to receive any indemnity therebyprovided.

 

**38.****                               Assistant Secretary and AssistantTreasurer.**  The Assistant Secretary or, if more thanone, the Assistant Secretaries in order of seniority, and the AssistantTreasurer or, if more than one, the Assistant Treasurers in order of seniority,shall be vested with all the powers and shall perform all the duties of theSecretary and Treasurer, respectively, in the absence or inability or refusalto act of the Secretary or Treasurer as the case may be.  The Assistant Secretary or, if more thanone, the Assistant Secretaries and the Assistant Treasurer or, if more thanone, the Assistant Treasurers shall sign such contracts, documents orinstruments in writing as require his or their signatures respectively andshall have such other powers and shall perform such other duties as may fromtime to time be assigned to him or them by resolution of the directors.

 

**39.****                               Managing Director.**  Thedirectors may from time to time appoint from their number a Managing Directorwho must be a resident Canadian and may delegate to the Managing Director anyof the powers of the directors subject to the limits on authority provided bysubsection (3) of section 110 of the Act. The Managing Director shall conform to all lawful orders given to him bythe directors and shall at all reasonable times give to the directors or any ofthem all information they may require regarding the affairs of theCorporation.  Any agent or employeeappointed by the Managing Director shall be subject to discharge by thedirectors.

 

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**40.****                               Duties of Officers may be Delegated.** In the 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.

 

# **SHAREHOLDERS’MEETINGS**

 

**41.****                               Annual Meeting.** Subject to sections 126 and 127 of the Act,the annual meeting of shareholders shall be held at the registered office ofthe Corporation or at a place elsewhere within Alberta determined by thedirectors on such date in each year and at such time as the directors maydetermine.

 

**42.****                               Special Meetings.**  The directorsof the Corporation may at any time call a special meeting of shareholders to beheld on such day and at such time and, subject to section 126 of the Act, atsuch place within Alberta as the directors may determine.

 

**43.****                               Meeting on Requisition ofShareholders.**  The holders of not less than five percent(5%) of the issued shares of the Corporation that carry the right to vote at ameeting sought to be held may requisition the directors to call a meeting ofshareholders for the purposes stated in the requisition. The requisition shallstate the business to be transacted at the meeting and shall be sent to eachdirector and to the registered office of the Corporation.  Subject to subsection (3) of section 137 ofthe Act, upon receipt of the requisition, the directors shall call a meeting ofshareholders to transact the business stated in the requisition.  If the directors do not within twenty-one day’s(21) after receiving the requisition call a meeting, any shareholder who signedthe requisition may call the meeting.

 

**44.****                               Notice.**  A notice in writing of a meeting ofshareholders stating the date, hour and place of meeting and if specialbusiness is to be transacted thereat, stating (i) the nature of that businessin sufficient detail to permit the shareholder to form a reasoned judgment onthat business and (ii) the text of any special resolution to be submitted tothe meeting, shall be sent to each shareholder entitled to vote at the meeting,who on the record date for notice is registered on the records of theCorporation or its transfer agent as a shareholder, to each director of theCorporation and to the auditor of the Corporation not less than 21 days and notmore than 50 days (exclusive of the day of mailing and of the day for whichnotice is given) before the date of the meeting; provided that a meeting ofshareholders may be held for any purposes on any day and at any time and,subject to section 126 of the Act, at any place without notice if all theshareholders and all other persons entitled to attend such meeting are presentin person or represented by proxy at the meeting (except where a shareholder orother person attends the meeting for the express purpose of objecting to thetransaction of any business on the grounds that the meeting is not lawfullycalled) or if all the shareholders and all other persons entitled to attendsuch meeting and not present in person nor represented by proxy thereat waivenotice of the meeting.

 

A director of the Corporation is entitled to receivenotice of and to attend and be heard at every meeting of shareholders of theCorporation.

 

The auditor of the Corporation is entitled to receivenotice of every meeting of shareholders of the Corporation and, at the expenseof the Corporation, to attend and be heard at every meeting on matters relatingto his duties as auditor.

 

**45.****                               Waiver of Notice.  **Notice of any meeting of shareholders or the time for thegiving of any such notice or any irregularity in any meeting or in the noticethereof may be waived by any shareholder, the duly appointed proxy of anyshareholder, any director or the auditor of the Corporation in writing or bytelecopy, telegram, cable or telex addressed to the Corporation or in any othermanner, and any such waiver may be validly given either before of after themeeting to which such waiver relates. Attendance of a shareholder or any other person entitled to attend ameeting of shareholders is a waiver of notice of such meeting, except when heattends a meeting for the express purpose of objecting to the transaction ofany business on the grounds that the meeting is not lawfully called.

 

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** **

**46.****                               Omission of Notice.**  Theaccidental omission to give notice of any meeting of shareholders to or thenon-receipt of any notice by any person shall not invalidate any resolutionpassed or any proceeding taken at any such meeting.

 

**47.****                               Record Dates.**  The directors may fix in advance a date asthe record date for the determination of shareholders (i) entitled to receivepayment of a dividend, (ii) entitled to participate in a liquidationdistribution or (iii) for any other purposes 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.

 

The directors may also fix in advance a date as therecord date for the determination of shareholders entitled to receive notice ofa meeting of shareholders, but such record date shall not precede by more than50 days or by less than 21 days the date on which the meeting is to be held.

 

If no record date is fixed,

 

### **(a)**                                  the record date forthe determination of shareholders entitled to receive notice of a meeting ofshareholders shall be

 

### **(i)**                                     at the close ofbusiness on the last business day preceding the day on which the notice issent; or

 

### **ifno notice is sent, the date in which the meeting is held; and**

 

### **(b)**                                 the record date forthe determination of shareholders for any purpose other than to establish ashareholder’s right to receive notice of a meeting or to vote shall be at theclose of business on the day on which the directors pass the resolutionrelating to that purpose.

 

**48.****                               Chairman of the Meeting.** In the absence of the Chairman of the Board(if any), the President and any Vice-President who is a director, theshareholders present entitled to vote shall elect another director as chairmanof the meeting and if no director is present or if all the directors presentdecline to take the chair then the shareholders present shall elect one oftheir number to be chairman.

 

**49.****                               Votes.** Votes at meetings of shareholders may begiven either personally or by proxy. Every question submitted to any meeting ofshareholders shall be decided on a show of hands except when a ballot isrequired by the chairman of the meeting or is demanded by a shareholder orproxy holder entitled to vote at the meeting. A shareholder or proxy holder may demand a ballot either before or onthe declaration of the result of any vote by show of hands.  At every meeting at which he is entitled tovote, every shareholder present in person and every proxy holder shall have one(1) vote on a show of hands.  Upon aballot at which he is entitled to vote every shareholder present in person orby proxy shall (subject to the provisions, if any, of the articles) have one(1) vote for every share registered in his name.  In the case of an equality of votes the chairman of the meetingshall not, either on a show of hands or on a ballot, have a second or castingvote in addition to the vote or votes to which he may be entitled as ashareholder or proxy holder.

 

At any meeting, unless a ballot is demanded by a shareholderor proxy holder entitled to vote at the meeting a declaration by the chairmanof the meeting that a resolution has been carried unanimously or by aparticular majority or lost or not carried by a particular majority shall beconclusive evidence of the fact without proof of the number or proportion ofvotes recorded in favour of or against the resolution.

 

If at any meeting a ballot is demanded on the electionof a chairman or on the question of adjournment or termination, the ballotshall be taken forthwith without adjournment. If a ballot is demanded on any other question or as to the election ofdirectors, the ballot shall be taken in such manner and either at once or laterat the meeting or

 

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after adjournment as the chairman of the meeting directs.  The result of a ballot shall be deemed to bethe resolution of the meeting at which the ballot was demanded.  A demand for a ballot may be withdrawn.

 

**50.****                               Right to Vote.** Subject to section 132 of the Act, orunless the articles otherwise provide, each share of the Corporation entitlesthe holder of it to one vote at a meeting of shareholders.

 

Where a body corporate or association is a shareholderof the Corporation, any individual authorized by a resolution of the directorsor governing body of the body corporate or association to represent it atmeetings of shareholders of the Corporation is the person entitled to vote atall such meetings of shareholders in respect of the shares held by such body corporateor association.

 

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

 

Where a person mortgages, pledges or hypothecates hisshares, such person or his proxy is the person entitled to vote at all meetingsof shareholders in respect of such shares so long as such person remains theregistered owner of such shares unless, in the instrument creating themortgage, pledge or hypothec, he has expressly empowered the person holding themortgage, pledge or hypothec to vote in respect of such shares, in which case,subject to the articles, such holder or his proxy is the person entitled tovote in respect of the shares.

 

Where two or more persons hold shares jointly, one ofthose holders present at a meeting of shareholders may in the absence of theothers vote the shares, but if two or more of those persons who are present, inperson or by proxy, vote, they shall vote as one on the shares jointly held bythem.

 

**51.****                               Proxies.** Everyshareholder, including a shareholder that is a body corporate, entitled to voteat a meeting of shareholders may by means of a proxy appoint a proxy holder andone or more alternate proxy holders, who are not required to be shareholders,to attend and act at the meeting in the manner and to the extent authorized bythe proxy and with the authority conferred by the proxy.

 

An instrument appointing a proxy holder shall be inwritten or printed form and shall be executed by the shareholder or by hisattorney authorized in writing and is valid only at the meeting in respect ofwhich it is given or any adjournment of that meeting.

 

An instrument appointing a proxy holder may be in thefollowing form or in any other form which complies with the requirements of theAct:

 

The undersignedshareholderof                             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                                 ,200    and at any adjournment thereof in the same manner, to thesame extent and with the same power as if the undersigned were personallypresent at the said meeting or such adjournment thereof.

 

Dated the          day of                                    ,200     .

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

 

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The directors may specify in a notice calling ameeting of shareholders a time not exceeding forty-eight (48) hours, excludingSaturdays, Sundays and holidays, preceding the meeting or an adjournment of themeeting before which time proxies to be used at the meeting must be depositedwith the Corporation or its agent.

 

The chairman of the meeting of shareholders may in hisdiscretion accept any written communication (including without limitation anytelecopy, telegram, cable or telex) as to the authority of anyone claiming tovote on behalf of and to represent a shareholder notwithstanding that noinstrument of proxy conferring such authority has been deposited with theCorporation, and any votes given in accordance with such written communicationaccepted by the chairman of the meeting shall be valid and shall be counted.

 

**52.****                               Electronic Communication.**   To the extent permitted by the Act, andnotwithstanding any other provision of this by-law:

 

(a)                                  meetingsof shareholder may be held entirely by means of telephonic, electronic or othercommunication facility, including teleconferencing, video conferencing,computer link, webcasting and other similar means;

 

(b)                                 anynotice or document required by the Act, the articles or the by-laws to be sentto any shareholder or director may be delivered electronically, including byfacsimile, electronic mail, CD-ROM, diskette, the Internet or other electronicmeans;

 

(c)                                  proxiesmay be deposited and tabulated by telephonic, electronic or othercommunications means; and

 

(d)                                 ashareholder entitled to vote at a meeting of shareholders may vote by means ofa telephonic, electronic or other communications facility.

 

**53.****                               Adjournment. **Thechairman of the meeting may with the consent of the meeting adjourn any meetingof shareholders from time to time to a fixed time and place and if the metingis adjourned by one or more adjournments for an aggregate of less than thirty(30) days it is not necessary to give notice of the adjourned meeting otherthan by announcement at the time of an adjournment.  If a meeting of shareholders is adjourned by one or moreadjournments for an aggregate of thirty (30) days or more, notice of theadjourned meeting shall be given as for an original meeting but, unless themeeting is adjourned by one or more adjournments for an aggregate of ore thanninety (90) days, subsection (1) of section 143 of the Act does not apply.

 

Any adjourned meeting shall be duly constitutedif held in accordance with the terms of the adjournment and a quorum is presentthereat.  The persons who formed aquorum at the original meeting are not required to form the quorum at theadjourned meeting.  If there is noquorum present at the adjourned meeting, the original meeting shall be deemedto have terminated forthwith after its adjournment.  Any business may be brought before or dealt with at the adjournedmeeting, which might have been brought before or dealt with at the originalmeeting in accordance with the notice calling the same.

 

**54.****                               Quorum. **Two (2)persons present and each holding or representing by proxy at least one (1)issued share of the Corporation shall be a quorum at any meeting ofshareholders for the election of a chairman of the meeting and for theadjournment of the meeting to a fixed time and place but not for thetransaction of any other business; for all other purposes two (2) personspresent and holding or representing by proxy one-twentieth of the sharesentitled to vote at the meeting shall be a quorum.  If a quorum is present at the opening of a meeting ofshareholders, the shareholders present may proceed with the business of themeeting, notwithstanding that a quorum is not present throughout the meeting.

 

Notwithstanding the foregoing, if the Corporation hasonly one shareholder, or one shareholder holding a majority of the sharesentitle to vote at the meeting, that shareholder present in person or by proxyconstitutes a meeting and a quorum for such meeting.

 

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**55.****                               Resolution in Lieu of Meeting.**   A resolution in writing signed by all theshareholders entitled to vote on that resolution is as valid as if it had beenpassed at a meeting of the shareholders. A resolution in writing dealing with all matters required by the Act orthis by-law to be dealt with at a meeting of shareholders, and signed by allthe shareholders entitled to vote at that meeting, satisfies all therequirements of this Act or this by-law relating to meetings of shareholders.

 

# **SHARES AND TRANSFERS**

 

**56.****                               Issuance.** Subject to the articles, any unanimous shareholder agreement andto section 28 of the Act, shares in the Corporation may be issued at the timesand to the persons and for the consideration that the directors determine;provided that a share shall not be issued until the consideration for the shareis fully paid in money or in property or past service that is not less in valuethan the fair equivalent of the money that the Corporation would have receivedif the share had been issued for money.

 

**57.****                               Security Certificates.**  A security holder is entitled at his option to a securitycertificate that complies with the Act or a non-transferable writtenacknowledgment of his right to obtain a security certificate from theCorporation in respect of the securities of the Corporation held by him.  Security certificates shall (subject tocompliance with section 45 of the Act) be in such form as the directors mayfrom time to time by resolution approve and such certificates shall be signedby at least one director or officer of the Corporation or by or on behalf of aregistrar, transfer agent or branch transfer agent of the Corporation, or by atrustee who certifies it in accordance with a trust indenture.  Any signatures required on a securitycertificate may be printed or otherwise mechanically reproduced on it.  If a security certificate contains a printedor mechanically reproduced signature of a person, the Corporation may issue thesecurity certificate, notwithstanding that the person has ceased to be adirector or an officer of the Corporation, and the security certificate is asvalid as if he were a director or an officer at the date of its issue.

 

**58.****                               Agent.** The directors may from time to time byresolution appoint or remove (i) one or more trust companies registered underthe Trust Companies Act as its agent or agents to maintain a centralsecurities registers or registers or (ii) an agent or agents to maintain abranch securities register or registers for the Corporation.

 

**59.****                               Dealings with Registered Holder.**Subject to the Act, the Corporation may treat the registered owner of asecurity as the person exclusively entitled to vote, to receive notices, toreceive any interest, dividend or other payments in respect of the security,and otherwise to exercise all the rights and powers of an owner of thesecurity.

 

**60.****                               Surrender of Security Certificates.**  Subject to the Act, no transfer of asecurity issued by the Corporation shall be registered unless or until thesecurity certificate representing the security to be transferred has beenpresented for registration or, if no security certificate has been issued bythe Corporation in respect of such security, unless or until a duly executedtransfer in respect thereof has been presented for registration.

 

**61.****                               Defaced, Destroyed, Stolen or Lost Security Certificates.**  In case of the defacement, destruction,theft or loss of a security certificate, the fact of such defacement,destruction, theft or loss shall be reported by the owner to the Corporation orto an agent of the Corporation (if any), on behalf of the Corporation, with astatement verified by oath or statutory declaration as to the defacement,destruction, theft or loss and the circumstances concerning the same and with arequest for the issuance of a new security certificate to replace the one sodefaced, destroyed, stolen or lost. Upon the giving to the Corporation (or if there be an agent, hereinafterin this paragraph referred to as the “Corporation’s agent”, then to theCorporation and the Corporation’s agent) of a bond of a surety company (orother security approved by the directors) in such form as is approved by thedirectors or by the Chairman of the Board (if any), the President, aVice-President, the Secretary or the Treasurer of the Corporation, indemnifyingthe Corporation (and the Corporation’s agent if any) against all loss, damageor expenses, which the Corporation and/or the Corporation’s agent may suffer orbe liable for by reason of the issuance of a new security certificate to such

 

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owner, and provided the Corporation or the Corporation’s agent does nothave notice that the security has been acquired by a bona fide purchaser andbefore a purchaser described in section 64 of the Act has received a new,reissued or re-registered security, 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), thePresident, a Vice-President, the Secretary or the Treasurer of the Corporationor by resolution of the directors.

 

**62.****                               Enforcement of Lien for Indebtedness.**  Subject to subsection (8) of section 45 ofthe Act, if the articles of the Corporation provide that the Corporation has alien on the shares registered in the name of a shareholder or his legalrepresentative for a debt of that shareholder to the Corporation, the directorsof the Corporation may sell any such shares in such manner as they think fituntil the debt has been paid in full. No sale shall be made until such time as the debt ought to be paid anduntil a demand and notice in writing stating the amount due and demandingpayment and giving notice of intention to sell in default shall have beenserved on the holder or his legal representative of the shares subject to thelien and default shall have been made in payment of such debt for seven daysafter service of such notice.  Upon anysuch sale, the proceeds shall be applied, firstly, in payment of all costs ofsuch sale, and, secondly, in satisfaction of such debt and the residue (if any)shall be paid to such shareholder or his legal representative or as he shalldirect.  Upon any such sale, the directorsmay enter or cause to be entered the purchaser’s name in the securitiesregister of the Corporation as holders of the shares, and the purchaser shallnot be bound to see to the regularity or validity of, or be affected by, anyirregularity or invalidity in the proceedings, or be bound to see to theapplication of the purchase money, and after his name or the name of his legalrepresentative has been entered in the securities register, the regularity andvalidity of the sale shall not be impeached by any person.

 

# **DIVIDENDS**

 

**63.****                              **Thedirectors may from time to time by resolution declare and the Corporation maypay dividends on its issued shares, subject to the provisions (if any) of theCorporation’s articles.

 

The director shall not declare and the Corporationshall not pay a dividend if there are reasonable grounds for believing that:

 

(a)                                  theCorporation is, or would be after the payment be, unable to pay its liabilitiesas they become due; or

 

(b)                                 therealizable value of the Corporation’s assets would thereby be less than theaggregate of its liabilities and stated capital of all classes.

 

The Corporation may pay a dividend by issuing fullypaid shares of the Corporation and, subject to section 40 of the Act, theCorporation may pay a dividend in money or property.

 

**64.****                              **Incase several persons are registered as the joint holders of any securities ofthe Corporation, any one of such persons may give effectual receipts for alldividends and payments on account of dividends, principal, interest and/orredemption payments in respect of such securities.

 

# **VOTING SECURITIESIN OTHER BODIES CORPORATE**

 

**65.****                              **Allsecurities of any other body corporate carrying voting rights held from time totime by the Corporation may be voted at all meetings of shareholders, bondholders,debenture holders of such securities, as the case may be, of such other bodycorporate and in such manner and by such person or persons as the directors ofthe Corporation shall from time to time determine and authorize by resolution.  The duly authorized signing officer of theCorporation may also from time to time execute and deliver for and on behalf ofthe Corporation proxies and arrange for the issuance of voting certificates orother evidence of the right to vote in such names as they determine without thenecessity of a resolution or other action by the directors.

 

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# **NOTICES**, ETC.

 

**66.****                               Service.**  Anynotice or document required by the Act, the articles or the by-laws to be sentto any shareholder or director of the Corporation may be delivered personallyto or sent by mail addressed to:

 

(a)                                  theshareholder at his latest address as shown in the records of the Corporation orits transfer agent; and

 

(b)                                 thedirector at his latest address as shown in the records of the Corporation or inthe last notice filed under section 101 or 108 of the Act.

 

Such notice or document shall be deemed to have beensent on the day of personal delivery or mailing.  With respect to every notice or document sent by mail it shall besufficient to prove that the envelope or wrapper containing the notice ordocument was properly addressed and put into a post office or into a postoffice letter box.

 

**67.****                               Failure to Locate Shareholder.**  If the Corporation send a notice or documentto a shareholder and the notice or document is returned on three consecutiveoccasions because the shareholder cannot be found, the Corporation is notrequired to send further notices or documents to the shareholder until heinforms the Corporation in writing of his new address.

 

**68.****                               Shares Registered in More than on Name.**  All notices or documents shall, with respectto any shares in the capital of the Corporation registered in more than onename, be sent to whichever of such persons is named first in the records of theCorporation and any notice or documents so sent shall be deemed to have beenduly sent to all the holders of such shares.

 

**69.****                               Persons Becoming Entitled by Operationof Law.**  Every person who byoperation 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 document in respect of such shares which prior to his name andaddress being entered on the records of the Corporation in respect of suchshares shall have been duly sent to the person or persons from whom he deriveshis title to such shares.

 

**70.****                               Deceased Shareholder.**  Any notice or document sent to anyshareholder in accordance with paragraph 66 hereof shall, notwithstanding thatsuch shareholder be then deceased and whether or not the Corporation has noticeof his decease, be deemed to have been duly sent in respect of the shares heldby such shareholder (whether held solely or with other persons) until someother person be entered in his stead in the records of the Corporation as theholder or one of the holders thereof and shall be deemed to have been duly sentto his heirs, executors, administrators and legal representatives and allpersons (if any) interested with him in such shares.

 

**71.****                               Signatures upon Notices.** The signature of any director or officer of the Corporation uponany notice may be written, stamped, typewritten or printed or partly written,stamped, typewritten or printed.

 

**72.****                               Computation of Time.**  All computations of time required to be made pursuant to thearticles or by-laws of the Corporation shall be made (i) in accordance with theprovisions of the Interpretation Act, to the extent such provisions areapplicable, and (ii) in any other case, in accordance with the customarymeaning ascribed to the words requiring such computation of time.

 

**73.****                               Proof of Service.** A certificate of any officer of the Corporation in office at thetime of the making of the certificate or of an agent of the Corporation as tofacts in relation to the sending of any notice or document to any shareholder,director, officer or auditor or publication of any notice or document shall beconclusive evidence thereof and shall be binding on every shareholder,director, officer or auditor of the Corporation, as the case may be.

 

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# **CUSTODY OFSECURITIES**

 

**74.**                               Allsecurities (including without limitations warrants) owned by the Corporationmay be lodged (in the name of the Corporation) with a chartered bank or a trustcompany or in a safety deposit box or, if so authorized by resolution of thedirectors, with such other depositaries or in such other manner as may bedetermined from time to time by the directors.

 

                                                Allsecurities (including without limitation warrants) belonging to the Corporationmay be issued and held in the name of a nominee or nominees of the Corporation(and if issued or held in the names of more than one nominee shall be held inthe names of the nominees jointly with right of survivorship) and shall beendorsed in blank with endorsement guaranteed in order to enable transferthereof to be completed and registration thereof to be effected.

 

# **EXECUTION OFCONTRACTS**,ETC.

 

**75**.                               Contracts,documents or instruments in writing requiring the signature of the Corporationmay be signed by the President alone or any person or persons authorized byresolution of the directors and all contracts, documents or instruments inwriting so signed shall be binding upon the Corporation without any further authorizationor formality.  The directors areauthorized from time to time by resolution to appoint any person or persons onbehalf of the Corporation either to sign contracts, documents or instruments inwriting generally or to sign specific contracts, documents or instruments inwriting.

 

The corporate seal of the Corporation may, whenrequired, be affixed by the President to contracts, documents or instruments inwriting signed by him as aforesaid or by the person or persons appointed asaforesaid by resolution of the directors.

 

The term “Contracts, documents or instruments inwriting” as used in this by-law shall include deeds, mortgages, hypothecs,charges, cheques, drafts, orders for the payment of money, notes, acceptances,bills of exchange, conveyances, transfers and assignments of property, real orpersonal, immovable or movable, agreements, releases, receipts and dischargesfor the payment or money or other obligations, conveyances, transfers andassignments of securities and all paper writings.

 

Thesignature or signatures of the President or any 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 orsignatures of any of the foregoing persons shall be so reproduced, byauthorization by resolution of the directors, shall be deemed to have beenmanually signed by such persons whose signature or signatures is or are so reproducedand shall be as valid to all intents and purposes as if they had been signedmanually and notwithstanding that the person whose signature or signatures isor are so reproduced may have ceased to hold office at the date of the deliveryor issue of such contracts, documents or instruments in writing or securitiesof the Corporation.

 

# **FISCAL PERIOD**

 

**76.****                              **Thefiscal period of the Corporation shall terminate on such day in each year asthe board of directors may from time to time by resolution determine.

 

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