Exhibit
1.2
   AMENDED
AND RESTATED
 BYLAW NO.
1
  A By-Law
Relating Generally to the
 Transaction
of the Business and Affairs
  of
  HELIX
BIOPHARMA CORP.
 (the
"Corporation")
  TABLE OF
CONTENTS
   Section
              Subject
              Page1
              INTERPRETATION
              11.01 Definitions2
              BUSINESS
      OF THECORPORATION
              22.01 Registered
      Office2.03 Corporate
      Seal2.04 Financial
      Year2.05 Banking
      Arrangements2.06 Divisions3
              BORROWING AND
      SECURITIES
              33.01 Borrowing
      Powers3.02 Delegation4
              DIRECTORS
              44.01 Number of
      Directors4.02 Qualification4.03 Election and
      Term4.04 Removal of
      Directors4.05 Vacation of
      Office4.06 Vacancies4.07 Action by the
      Board4.08 Canadian
      Majority of Meeting4.09 Meeting by
      Telephone4.10 Place of
      Meetings4.11 Calling of
      Meetings4.12 Notice of
      Meeting4.13 First Meeting
      of New Board4.14 Adjourned
      Meeting4.15 Regular
      Meetings4.16 Chairman4.17 Quorum4.18 Votes to
      Govern4.19 Conflict of
      Interest4.20 Remuneration
      and Expenses5
              COMMITTEE
              65.01 Committee of
      the Board5.02 Transaction of
      Business5.03 Advisory
      Bodies5.04 Procedure6
              OFFICERS
              76.01 Appointment6.02 Chairman of the
      Board6.03 President6.04 Vice-President6.05 Secretary6.06 Powers and
      Duties of Other Officers6.07 Variation of
      Powers and Duties6.08 Term of
      Office6.09 Terms of
      Employment and Remuneration6.10 Conflict of
      Interest6.11 Agents and
      Attorneys7
              PROTECTION
      OF DIRECTORS, OFFICERS AND OTHERS
              87.01 Limitation of
      Liability7.02 Indemnity7.03 Insurance
    
   8
              SHARES
              88.01 Allotment8.02 Commissions8.03 Registration of
      Transfer8.04 Transfer Agents
      and Registrars8.05 Lien for
      Indebtedness8.06 Non-Recognition
      of Trusts8.07 Share
      Certificates8.08 Replacement of
      Share Certificates8.09 Joint
      Shareholders8.10 Deceased
      Shareholders9
              DIVIDENDS
      AND RIGHTS
              109.01 Dividends9.02 Dividend
      Cheques9.03 Non-receipt of
      Cheques10
              MEETING
      OF SHAREHOLDERS
              1010.01 Annual
      Meetings10.02 Special
      Meetings10.03 Place of
      Meetings10.04 Notice of
      Meetings10.05 Meeting Without
      Notice10.06 Chairman10.07 Secretary and
      Scrutineers10.08 Persons
      Entitled to be Present10.09 Quorum10.10 Proxy Holders
      and Representatives10.11 Time for
      Deposit of Proxies10.12 Joint
      Shareholders10.13 Votes to
      Govern10.14 Show of
      Hands10.15 Ballots10.16 Adjournment10.17 Resolution in
      Writing10.18 Only One
      Shareholder11
              NOTICES
              1311.01 Record
      Date11.02 Method of
      Giving Notices11.03 Notice to Joint
      Shareholders11.04 Computation of
      Time11.05 Undelivered
      Notices11.06 Omissions and
      Errors11.07 Persons
      Entitled by Death or Operation of Law11.08 Waiver of
      Notice12
              EFFECTIVE
      DATE
              1412.01 Effective
      Date
   
 
   AMENDED
AND RESTATED
 BY-LAW
NO. 1
 A By-law
Relating Generally to the
 Transaction
of the Business and Affairs of
  HELIX
BIOPHARMA CORP.
 the
"Corporation"
  Section
One
 INTERPRETATION
  1.01 Definitions -- In the by-laws
of the Corporation, unless the context otherwise requires:
  "Act" means the Canada
Business Corporations Act, and any statute that may be substituted therefore, as
from time to time amended;
  "appoint" includes "elect" and
vice versa;
  "articles" means the articles
attached to the Certificate of Amalgamation of the Corporation as from time to
time amended or restated;
  "board" means the board of
directors of the Corporation;
  "by-laws" means this by-law
and all other by-laws of the Corporation from time to time in force and
effect;
   
  "cheque" includes a
draft;
  "Corporation" means the
corporation formed by Certificate of Amalgamation dated July 31, 1995 as
corporation No.316461-6 under the Act and named Helix BioPharma
Corp.;
  "meeting of shareholders"
includes an annual meeting of shareholders and a special meeting of
shareholders; "special meeting of shareholders" includes a meeting of any class
or classes of shareholders and a special meeting of all shareholders entitled to
vote at an annual meeting of shareholders;
  "non-business day" means
Saturday, Sunday and any other day that is a holiday as defined in the Interpretation Act
(Canada) as from time to time amended;
  "recorded address" means in
the case of a shareholder his address as recorded in the securities register;
and in the case of joint shareholders the address appearing in the securities
register in respect of such joint holding or the first address so appearing if
there are more than one; and in the case of a director, officer, auditor or
member of a committee of the board, his latest address as recorded in the
records of the Corporation;
  "resident Canadian" means an
individual who is:
  (a)
              a
      Canadian citizen ordinarily resident in
Canada;
  (b)
              a
      Canadian citizen not ordinarily resident in Canada who is a member of a
      prescribed class of persons;
  (c)
              a
      permanent resident within the meaning of the Immigration
      Act, as amended from time to time, and ordinarily resident in
      Canada, except a permanent resident who has been ordinarily resident in
      Canada for more than one year after the time at which he first became
      eligible to apply for Canadian
citizenship;
  "signing officer" means, in
relation to any instrument, any person authorized to sign the same on behalf of
the Corporation by a resolution passed pursuant thereto; and
  Save as
aforesaid, words and expressions defined in the Act have the same meanings when
used herein. Words importing the singular number include the plural and vice
versa; words importing gender include the masculine, feminine and neuter
genders; and words importing persons include an individual, partnership,
association, body corporate, trustee, executor, administrator and legal
representative.
  Section
Two
 BUSINESS
OF THE CORPORATION
  2.01 Registered
Office-- The registered office of the Corporation shall be at the place
within Canada from time to time specified in the Articles and at such location
therein as the board may from time to time determine.
  2.02 Corporate Seal-- The directors may provide a seal for the Company, and, if they do so,
shall provide for the safe custody of the seal which shall not be affixed to any
instrument except in the presence of the following persons:
  (a)
              any
      two of the Chairman of the Board, the President, a Vice President who is a
      director and the Secretary;
  (b)
              such
      person or persons as the directors may from time to time by resolution
      appoint;
  and the
said directors, officers, person or persons in whose presence the seal is so
affixed to an instrument shall sign such instrument. For the purpose of
certifying under seal true copies of any document or resolution the seal may be
affixed in the presence of any one of the foregoing persons.
  To enable
the seal of the Company to be affixed to any bonds, debentures, share
certificates, or other securities of the Company, whether in definitive or
interim form, on which facsimiles of any of the signatures of the directors or
officers of the Company are, in accordance with the Company Act and/or these
Articles, printed or otherwise mechanically reproduced there may be delivered to
the firm or company employed to engrave, lithograph or print such definitive or
interim bonds, debentures, share certificates or other securities one or more
unmounted dies reproducing the Company's seal and the President, Secretary,
Treasurer or Secretary-Treasurer may by a document authorize such firm or
company to cause the Company's seal to be affixed to such definitive or interim
bonds, debentures, share certificates or other securities to which the Company's
seal has been so affixed shall for all purposes be deemed to be under and to
bear the Company's seal lawfully affixed thereto.
  2.03 Financial
Year -- Until changed by the board, the financial year of the Corporation
shall end on the 31st day of July in each year.
  2.04 Banking
Arrangements-- The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security therefor,
shall be transacted with such banks, trust companies or other bodies corporate
or organizations as may from time to time be designated by or under the
authority of the board. Such banking business or part thereof shall be
transacted under such agreements, instructions and delegations of powers as the
board may from time to time prescribe or authorize.
  2.05 Voting Rights in
Other Bodies Corporate-- The Board of Directors shall appoint a director
or officer of the Corporation to execute and deliver proxies and arrange for the
issuance of voting certificates or other evidence of the right to exercise the
voting rights attaching to any securities held by the Corporation. Such
instruments, certificates or other evidence shall be in favour of such person or
persons as may be determined by the Board executing such proxies or arranging
for the issuance of voting certificates of such other evidence of the right to
exercise such voting rights. In addition, the board may from time to time direct
the manner in which and the person or persons by whom any particular voting
rights or class of voting rights may or shall be exercised.
  2.06 Divisions-- The board may cause the business and operations of the Corporation or
any part thereof to be divided into one or more divisions upon such basis,
including without limitation, types of business or operations, geographical
territories, product lines or goods or services as the board may consider
appropriate in each case. From time to time the board, upon such basis as may be
considered appropriate in each case, may authorize:
  (a)
              Subdivision and
      Consolidation -- The further division of the business and
      operations of any such division into sub-units and the consolidation of
      the business and operations of any such divisions and
      sub-units.
  (b)
              Name -- The designation
      of any such division or sub-unit by, and the carrying on of the business
      and operations of any such division or sub-unit under, a name other than
      the name of the Corporation; provided that the Corporation shall set out
      its name in legible characters in all contracts, invoices, negotiable
      instruments and orders for goods or services issued or made by or on
      behalf of the Corporation; and
  (c)
                Officers -- The
      appointment of officers for any such division or sub-unit, the
      determination of their powers and duties, and the removal of any such
      officer so appointed without prejudice to such officer's rights under any
      employment contract or in law, provided that any such officers shall not,
      as such, be officers of the
Corporation.
  Section
Three
 BORROWING
AND SECURITIES
  3.01 Borrowing Power-- Without limiting the borrowing powers of the Corporation as set forth
in the Act, but subject to the Articles, the board may from time to time on
behalf of the Corporation, without authorization of shareholders:
  (a)
              borrow
      money upon the credit of the
Corporation;
  (b)
              issue,
      reissue, sell or pledge bonds, debentures, notes or other evidences of
      indebtedness or guarantee of the Corporation, whether secured or
      unsecured;
  (c)
              to
      the extent permitted by the Act, give a guarantee on behalf of the
      Corporation to secure performance of any present or future indebtedness,
      liability or obligation of any person;
and
  (d)
              mortgage,
      hypothecate, pledge or otherwise create a security interest in all or any
      currently owned or subsequently acquired real or personal, movable or
      immovable, property of the Corporation including book debts, rights,
      powers, franchises and undertakings, to secure any such bonds, debentures,
      notes or other evidences of indebtedness or guarantee or any other present
      or future indebtedness, liability or obligation of the
      Corporation.
  Nothing
in this Section limits or restricts the borrowing of money by the Corporation on
bills of exchange or promissory notes made, drawn, accepted or endorsed by or on
behalf of the Corporation.
    
  3.02
Delegation -- The board may from time to time delegate to a committee of
the board, a director or officer of the Corporation or any person as may be
designated by the board all or any of the powers conferred on the board by
Section 3.01 or by the Act to such extent and in such manner as the board shall
determine at the time of each such delegation.
  Section
Four
 DIRECTORS
  4.01 Number of
Directors-- The number of directors shall, subject to the Articles of
the Corporation and any unanimous shareholder agreement, be fixed by the
directors from time to time or if not so fixed, shall be the number of directors
elected or continued as directors at the immediately preceding annual meeting of
the Corporation.
   4.02
Qualification -- No person shall be qualified for election as a director
if he is less than 18 years of age; if he is of unsound mind and has been so
found by a court in Canada or elsewhere; if he is not an individual; or he has
the status of a bankrupt. A director need not be a shareholder. At least
twenty-five per cent of the directors of the Corporation must be resident
Canadians. However, if the corporation has less than four directors, at least
one director must be a resident Canadian.
  4.03 Election and
Term -- The election of directors shall take place at each annual meeting
of shareholders and all the directors then in office shall retire but, if
qualified, shall be eligible for re-election. Where the shareholders adopt an
amendment to the Articles to increase the number or minimum number of directors,
the shareholders may, at the meeting at which they adopt the amendment, elect
the additional number of directors authorized by the amendment. The election
shall be by resolution. If an election of directors is not held at the proper
time, the incumbent directors shall continue in office until their successors
are elected.
  4.04 Removal of
Directors -- Subject to the provisions of the Act, the shareholders may
by resolution passed at a meeting specially called for such purpose remove any
director from office and the vacancy created by such removal may be filled at
the same meeting, failing which it may be filled by the board.
  4.05 Vacation of
Office -- A director ceases to hold office when he dies; he is removed
from office by the shareholders; he ceases to be qualified for election as a
director, or his written resignation is sent or delivered to the Corporation,
or, if a time is specified in such resignation, at the time so specified,
whichever is later.
  4.06 Vacancies
-- Subject to the Act, a quorum of the board may fill a vacancy in the board. In
the absence of a quorum of the board, the board shall forthwith call a special
meeting of shareholders to fill the vacancy. If the board fails to call such
meeting or if there are no directors then in office, any shareholder may call a
meeting.
  4.07 Action by the
Board -- The board shall manage the business and affairs of the
Corporation. Subject to Sections 4.08 and 4.09, the powers of the board may be
exercised by a meeting at which the quorum is present or by resolution in
writing signed by all the directors entitled to vote on that resolution at a
meeting of the board. Where there is a vacancy in the board, the remaining
directors may exercise all the powers of the board so long a quorum remains in
office. Where the Corporation has only one director, that director may
constitute a meeting.
  4.08 Canadian
Majority at Meetings -- Directors shall not transact business at a
meeting of directors unless:
  (a)
              at
      least twenty-five per cent of the directors present are resident Canadians
      or, if the Corporation has less than four directors, at least one of the
      directors present is a resident Canadian;
or
  (b)
              a
      resident Canadian director who is unable to be present approves in writing
      or by telephone or other communications facilities the business transacted
      at the meeting, and at least 25% of the directors present at the meeting
      would have been resident Canadians had that director been present at the
      meeting.
  4.09 Meeting by
Telephone -- If all the directors of the Corporation consent, a director
may participate in a meeting of the board or of a committee of the board by
means of such telephone or other communications facilities as permit all persons
participating in the meeting to hear each other, and a director participating in
such a meeting by such means is deemed to be present at the 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.
  4.10 Place of
Meetings -- Meetings of the board may be held at any place in or outside
Canada.
  4.11 Calling of
Meetings -- Meetings of the board shall be held from time to time at such
time and at such place as the board, the Chairman of the board, the President or
any two directors may determine.
  4.12 Notice of
Meeting -- Notice of the time and place of such meeting of the board
shall be given in the manner provided in Section Eleven to each director not
less than 48 hours before the time when the meeting is to be held. A notice of a
meeting of directors need not specify the purpose of or the business to be
transacted at the meeting except where the Act requires such purpose or business
to be specified, including, if required by the Act, any proposal
to:
  (a)
              submit
      to the shareholders any question or matter requiring approval of the
      shareholders;
  (b)
              fill
      a vacancy among the directors or in the office of
  auditor;
  (c)
              issue
      securities;
  (d)
              declare
      dividends;
  (e)
              purchase,
      redeem or otherwise acquire shares issued by the
    Corporation;
  (f)
              pay
      a commission for the sale of
shares;
  (g)
              approve
      a management proxy circular;
  (h)
              approve
      a take-over bid circular of directors'
circular;
  (i)
              approve
      any annual financial statements; or
  (j)
              adopt,
      amend of repeal by-laws.
  A
director may in any manner waive notice of or otherwise consent to a meeting of
the board.
  4.13 First Meeting of
New Board -- Provided a quorum of directors is present, each newly
elected board may without notice hold its first meeting immediately following
the meeting of shareholders at which such board is elected.
  4.14 Adjourned
Meeting -- Notice of an adjourned meeting of the board is not required if
the time and place of the adjourned meeting is announced at the original
meeting.
  4.15 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 required the
purpose thereof or the business to be transacted thereat to be
specified.
  4.16 Chairman
-- The Chairman of any meeting of the board shall be the first mentioned of such
of the following officers as have been appointed and who is a director and is
present at the meeting; Chairman of the board, President or a Vice-President. If
no such officer is present, the directors present shall choose one of their
number to be Chairman.
  4.17 Quorum --
Subject to Section 4.08, the quorum for the transaction of business at any
meeting of the board shall consist of two-thirds (2/3) directors or such greater
number of directors as the board may from time to time determine.
  4.18 Votes to
Govern -- At all meetings of the board every question shall be decided by
a majority of votes cast on the question.
   
   4.19 Conflict of
Interest -- A director or officer who is a party to, or who is a director
or officer of or has a material interest in any person who is a party to, a
material contract or proposed material contract with the Corporation shall
disclose the nature and extent of his interest at the time and in the manner
provided by the Act. Any such contract or proposed contract shall be referred to
the board or shareholders for approval even if such contract is one that in the
ordinary course of the Corporation'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
provided by the Act.
  4.20 Remuneration and
Expenses -- The directors shall be paid such remuneration for their
services as the board may from time to time determine. The directors shall also
be entitled to be reimbursed for travelling and other expenses properly incurred
by them in attending meetings of the board or any committee thereof. Nothing
herein contained shall preclude any director from serving the Corporation in any
other capacity and receiving remuneration therefore.
  Section
Five
 COMMITTEES
  5.01 Committee of the
Board -- The board may appoint a committee of directors, however
designated, and delegate to any 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. A majority of the members of such
committee shall be resident Canadians.
  5.02 Transaction of
Business -- Subject to the provisions of Section 4.09, the powers of the
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 committees may be held at any place in or outside of
Canada.
  5.03 Advisory Bodies-- The board may from time to time appoint such advisory bodies as it may
deem advisable.
  5.04 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.
  Section
Six
 OFFICERS
  6.01
Appointment -- The board may from time to time appoint a Chairman of the
Board who shall also be a director, a President, one or more Vice-Presidents (to
which title may be added words indicating seniority or function), a Secretary,
and such other officers as the board may determine, including one or more
assistants to any of the officers so appointed. The board may specify the duties
of and, in accordance with this by-law but subject to the provisions of the Act,
delegate to such officers powers to manage the business and affairs of the
Corporation. An officer may be a director and one person may hold more than one
office.
  6.02 Chairman of the
Board -- During the absence or disability of the Chairman of the board,
his duties shall be performed and his powers exercised by the
President.
  6.03 President
-- The President shall have the powers and duties as the Board may specify from
time to time.
  6.04
Vice-President -- A Vice-President shall have the powers and duties as
the Board may specify from time to time.
  6.05 Secretary
-- The Secretary shall attend, where possible, at and be Secretary of all
meetings of the board, and all meetings of the shareholders and shall enter or
cause to be entered in records kept for that purpose minutes of all proceedings
thereat; he shall give or cause to be given as and when instructed, all notices
to shareholders, directors, officers, auditors and members of committees of the
board; he shall be the custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the Corporation and of all books,
papers, records, documents and instruments belonging to the Corporation, except
when some other officer or agent has been appointed for that purpose; and he
shall have such other powers and duties as the board may specify.
  6.06 Powers and
Duties of Other Officers -- The powers and duties of all other officers
shall be such as the terms of their engagement call for or as the board may
specify. Any of the powers and duties of an officer to whom an assistant has
been appointed may be exercised and performed by such assistant, unless the
board otherwise directs.
  6.07 Variation of
Powers and Duties -- The board may from time to time, subject to the
provisions of the Act, vary, add to or limit the powers and duties of any
officer.
  6.08 Term of
Office -- The board, in its discretion, may remove any officer of the
Corporation, without prejudice to such officer's rights under any employment
contract. Otherwise each officer appointed by the board shall hold office until
his successor is appointed, or until his earlier resignation..
  6.09 Terms of
Employment and Remuneration -- The terms of employment and the
remuneration of an officer appointed by the board shall be settled by it from
time to time.
  6.10 Conflict of
Interest -- An officer shall disclose his interest in any material
contract or proposed material contract with the Corporation in accordance with
Section 4.19.
  6.11 Agents and
Attorneys -- The board shall have the power, from time to time, to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the powers to sub-delegate) as may
be deemed fit.
  Section
Seven
 PROTECTION
OF DIRECTORS, OFFICERS AND OTHERS
  7.01 Limitation of
Liability -- Every director and officer of the Corporation, in exercising
his powers and discharging his duties, shall act honestly and in good faith with
a view to the best interests of the Corporation and exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances. Subject to the foregoing, no director or officer 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 other act for conformity, or for any
loss, damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation, or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the moneys, securities or assets of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or oversight on
his part, or for any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of his office or in relation thereto;
provided that nothing herein shall relieve any director or officer from the duty
to act in accordance with the Act and the regulations thereunder or from
liability for any breach thereof.
  7.02 Indemnity
-- Subject to the limitations contained in the Act, the Corporation shall
indemnify a director or officer, a former director or officer, or a person who
acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or such body corporate, if:
  (a)
              he
      acted honestly and in good faith with a view to the best interests of the
      Corporation; and
  (b)
              in
      the case of a criminal or administrative action or proceeding that is
      enforced by a monetary penalty, he had reasonable grounds for believing
      that his conduct was lawful.
  The
Corporation shall also indemnify such person in such other circumstances as the
Act permits or requires. Nothing in this by-law shall limit the right of any
person entitled to indemnify to claim indemnity apart from the provisions of
this by-law.
  7.03 Insurance
-- Subject to the Act, the Corporation may purchase and maintain insurance for
the benefit of any person referred to in Section 7.02 against any liability
incurred by him in his capacity as a director or officer of the Corporation or
of any body corporate where he acts or acted in that capacity at the
Corporation's request.
  Section
Eight
 SHARES
  8.01 Allotment
-- Subject to the Act and the Articles, the board may from time to time allot or
grant options to purchase the whole or any part of the authorized and unissued
shares of the Corporation at such times and to such persons and for such
consideration as the board shall determine, provided that no share shall be
issued until it is fully paid as provided by the Act.
  8.02
Commissions -- The board may from time to time authorize the Corporation
to pay a reasonable commission to any person in consideration of his purchasing
or agreeing to purchase shares of the Corporation, whether from the Corporation
or from any other person, or procuring or agreeing to procure purchasers for any
such shares.
   
  8.03 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; and upon payment of all applicable taxes and any reasonable fees
prescribed by the board; and upon compliance with such restrictions on transfer
as are authorized by the Articles; and upon satisfaction of any lien referred to
in Section 8.05.
  8.04 Transfer Agents
and Registrars -- The board may from time to time appoint one or more
agents to maintain, in respect of each class of securities of the Corporation
issued by it in registered form, a central securities register and one or more
branch securities registers. Such appointee may be designated as transfer agent
or registrar according to his functions and one person may be designated both
registrar and transfer agent. The board may at any time terminate such
appointment.
  8.05 Lien for
Indebtedness -- If the Articles provide that the Corporation shall have a
lien on shares registered in the name of a shareholder indebted to the
Corporation, such lien may be enforced, subject to any other provision of the
Articles, by the sale of the shares thereby affected or by any other action,
suit, remedy or proceeding authorized or permitted by law or by equity and,
pending such enforcement, the Corporation may refuse to register a transfer of
the whole or any part of such shares.
  8.06 Non-recognition
of Trusts -- Subject to the provisions of the Act, the Corporation 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 of description in the
Corporation’ records or on the Share Certificate.
  8.07 Share
Certificate -- Every holder of one or more shares of the Corporation
shall be entitled, at his option, to a Share Certificate, or to a
non-transferable written acknowledgment of his right to obtain a Share
Certificate, stating the number and class of series of shares held by him as
shown on the securities register. Share Certificates and acknowledgments of a
shareholder's right to a Share Certificate, respectively, shall be in such form
as the board shall from time to time approve. Any Share Certificate shall be
signed by one officer or director of the Corporation and need not be under the
corporate seal; provided that, unless the board otherwise determines,
certificates representing shares in respect of which a transfer agent and/or
registrar has been appointed shall not be valid unless countersigned by or on
behalf of such transfer agent/or registrar. The signature of one of the signing
officers or, in the case of Share Certificates which are not valid unless
countersigned by or on behalf of a transfer agent and/or registrar, the
signatures of both signing officers, may be printed or mechanically reproduced
in facsimile upon Share Certificates and every such facsimile signature shall
for all purposes be deemed to be the signature of the officer whose signature it
reproduces and shall be binding upon the Corporation. A Share Certificate
executed as aforesaid shall be valid notwithstanding that one or both of the
officers whose facsimile signature appears thereon no longer holds office at the
date of issue of the certificate.
  8.08 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.
  8.09 Joint
Shareholders -- If two or more persons are registered as joint holders of
any share, the Corporation shall not be bound to issue more than one certificate
in respect thereof, and delivery of such certificate to one of such persons
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 warranty issuable
in respect of such share.
  8.10 Deceased
Shareholders -- In the event of the death of a holder, or of one of the
joint holders, of any share, the Corporation shall not be required to make any
entry in the securities register in respect thereof or to make payment of any
dividends thereof except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.
  Section
Nine
 DIVIDENDS
AND RIGHTS
  9.01 Dividends
-- Subject to the provisions of the Act, the board may from time to time declare
dividends payable to the shareholders according to their respective rights and
interest in the Corporation. Dividends may be paid in money or property or by
issuing fully paid shares of the Corporation.
  9.02 Dividend
Cheques -- A dividend payable in money shall be paid by cheque to the
order of each registered holder of shares of the class or series in respect
thereof, 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 Corporation is required to and does withhold.
  9.03 Non-receipt of
Cheques -- In the event of non-receipt of any dividend cheque by the
person to whom it is sent as aforesaid, the Corporation shall issue to such
person a replacement cheque for a like amount on such terms as to indemnity,
reimbursement of expenses and evidence of non-receipt and of title as the board
may from time to time prescribe, whether generally or in any particular
case.
  Section
Ten
 MEETINGS
OF SHAREHOLDERS
  10.01 Annual
Meetings -- The annual meeting of shareholders shall be held at such time
in each year and, subject to Section 10.03, at such place as the board, the
Chairman of the board, or the President may from time to time determine, for the
purpose of considering the financial statements and reports required by the Act
to be placed before the annual meeting, electing directors, appointing an
auditor and for the transaction of such other business as may properly be
brought before the meeting.
  10.02 Special
Meetings -- The board, the Chairman of the board, or the President shall
have power to call a special meeting of shareholders at any time.
  10.03 Place of
Meetings -- Meetings of shareholders shall be held at the registered
office of the Corporation or elsewhere in the municipality in which the
registered office is situate or, if the board shall so determine, at some other
place in Canada or, if all the shareholders entitled to vote at the meeting so
agree, at some place outside Canada.
  10.04 Notice of
Meetings-- Notice of the time and place of each meeting of shareholders
shall be given in the manner provided in Section Eleven not less than the
minimum nor more than the maximum amount of days prescribed by the Act or
regulations thereunder before the date of the meeting to each director, to the
auditor and to each shareholder who at the close of business on the record date
for notice is entered in the securities register as the holder of one or more
shares carrying the right to vote at the meeting. Notice of a meeting of
shareholders called for any purpose other than consideration of the financial
statement and auditor's report, election of directors and reappointment of the
incumbent auditor shall state the nature of such business in sufficient detail
so as to permit the shareholder to form a reasoned judgment thereon and shall
state the text of any special resolution to be submitted to the
meeting.
  10.05 Meeting without
Notice -- A meeting of shareholders may be held without notice at any
time and place permitted by the Act:
  (a)
              if
      all the shareholders entitled to vote thereat are present in person or
      represented by proxy or if those not present or represented by proxy waive
      notice of or otherwise consent to such meeting being held;
    and
  (b)
              if
      the auditors and the directors are present or waive notice of or otherwise
      consent to such meeting being held; so long as such shareholders, auditors
      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
meeting any business may be transacted which the Corporation at a meeting of
shareholders may transact. If the meeting is held at a place outside Canada,
shareholders not present or represented by proxy, but who have waived notice of
or otherwise consented to such meeting, shall also be deemed to have consented
to the meeting being held at such place.
  10.06 Chairman
-- The Chairman of the board, if any, or in his absence the President of the
Company or in his absence a Vice-President of the Company, if any, shall be
entitled to preside as chairman at every general meeting of the
Company.
  If at any
general meeting neither the Chairman of the board nor President nor a
Vice-President is present within fifteen minutes after the time appointed for
holding the meeting or is willing to act as chairman, the directors present
shall choose someone of their number to be chairman or if all the directors
present decline to take the chair or shall fail to so choose or if no director
be present, the members present shall choose one of their number to be
chairman.
   
   10.07 Secretary and
Scrutineers -- The Secretary of the Corporation shall act as Secretary of
the meeting, provided that if the Secretary is absent, the Chairman shall
appoint some person, who need not be a shareholder, to act as Secretary of the
meeting. If desired, one or more scrutineers, who need not be shareholders, may
be appointed by a resolution or by the Chairman with the consent of the
meeting.
  10.08 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 auditor of the Corporation and others who, although not entitled to vote are
entitled or required under any provision of the Act or the Articles or 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.
  10.09 Quorum
-- Subject to the Act, the quorum for the transaction of business at any meeting
of shareholders shall be two persons present in person, each being a shareholder
entitled to vote thereat or a duly appointed proxyholder or representative for a
shareholder so entitled. If a quorum is present at the opening of any meeting of
shareholders, the shareholders present or represented may proceed with the
business of the meeting notwithstanding that a quorum is not present throughout
the meeting. If a quorum is not present at the opening of any meeting of
shareholders, the shareholders present or represented may adjourn the meeting to
a fixed time and place but may not transact any other business.
  10.10 Proxyholders
and Representatives -- Every shareholder entitled to vote at a meeting of
shareholders may appoint a proxyholder, or one or more alternate proxyholders,
to attend and act as his representative 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 and shall conform with
the requirements of the Act.
  Alternatively,
every such shareholder which is a body corporate or association may authorize by
resolution of its directors or governing body an individual to represent it at a
meeting of shareholders and such individual may exercise on the shareholder's
behalf all the powers it could exercise if it were an individual shareholder.
The authority of such an individual shall be established by depositing with the
Corporation a certified copy of such resolution, or in such other manner as may
be satisfactory to the Secretary of the Corporation or the Chairman of the
meeting. Any such proxyholder or representative need not be a
shareholder.
  10.11 Time for
Deposit of Proxies -- The board may specify in a notice calling a meeting
of shareholders a time, preceding the time of such meeting by not more than 48
hours exclusive of non-business days, before which time proxies to be used at
such meeting must be deposited. A proxy shall be acted upon only if, prior to
the time so specified, it shall have been deposited with the Corporation or an
agent thereof specified in such notice or if, no such time has been specified in
such notice, it has been received by the Secretary of the Corporation or by the
Chairman prior to the time of voting at the meeting, or any adjournment
thereof.
  10.12 Joint
Shareholders -- If two or more persons hold shares jointly, any one of
them present in person or represented by proxy at a meeting of shareholders may,
in the absence of the other or others, vote the shares; but if two or more of
those persons are present in person or represented by proxy and vote, they shall
vote as one the shares jointly held by them.
  10.13 Votes to
Govern -- At any meeting of shareholders every question shall, unless
otherwise required by the Articles or by-laws or by law, be determined by a
majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands or upon a ballot, the Chairman of the meeting shall
be entitled to a second or casting vote.
  10.14 Show of
Hands -- Subject to the provisions of the Act any question at a meeting
of shareholders shall be decided by a show of hands unless a ballot thereon is
required or demanded as hereinafter provided. Upon a show of hands every person
who is present and entitled to vote shall have one vote. Whenever a vote by show
of hands shall have been taken upon a question, unless a ballot thereon is so
required or demanded, a declaration by the Chairman of the meeting that the vote
upon the question has been carried or carried by a particular majority or not
carried an entry to that effect in the minutes of the meeting shall be prima
facie evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against any resolution or other proceeding in
respect of the said question, and the result of the vote so taken shall be the
decision of the shareholders upon the said question.
  10.15 Ballots
-- On any question proposed for consideration at a meeting of shareholders, and
whether or not a show of hands has been taken thereon, any shareholder or
proxyholder entitled to vote at the meeting may require or demand a ballot. A
ballot so required or demanded shall be taken in such manner as the Chairman
shall direct. A requirement or demand for a ballot may be withdrawn at any time
prior to the taking of the ballot. If a ballot is taken each person present
shall be entitled, in respect of the shares which he is entitled to vote at the
meeting upon the question, to that number of votes provided by the Act or the
Articles, and the result of the ballot so taken shall be the decision of the
shareholders upon the said question.
  10.16
Adjournment -- The Chairman at a meeting of shareholders may adjourn the
meeting from time to time and from place to place. If a meeting of shareholders
is adjourned for less than 30 days, it shall not be necessary to give notice of
the adjourned meeting, other than by announcement at the earliest meeting that
is adjourned. Subject to the Act, if a meeting of shareholders is adjourned by
one or more adjournments for an aggregate of 30 days or more, notice of the
adjourned meeting shall be given as for an original meeting
  10.17 Resolution in
Writing -- A resolution in writing signed by all the shareholders
entitled to vote on that resolution at a meeting of shareholders is as valid as
if it had been passed at a meeting of the shareholders unless a written
statement with respect of the subject matter of the resolution is submitted by a
director or the auditors in accordance with the Act.
  10.18 Only One
Shareholder -- Where the Corporation has only one shareholder or only one
holder of any class or series of shares, the shareholder present in person or by
proxy constitutes a meeting.
   Section
Eleven
 NOTICES
  11.01 Record Date --The directors
may fix in advance a date, which shall not be more than the maximum number nor
less than the minimum number of days permitted by the Act, preceding the date of
any meeting of shareholders, including class and series meetings, or of the
payment of any dividend or to participate in a liquidation distribution or of
the proposed taking of any other proper action requiring the determination of
shareholders, as the record date for the determination of the shareholders
entitled to notice of, or to attend and vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or for
any other proper purpose and, in such case, notwithstanding anything elsewhere
contained in the by-laws, only shareholders of record on the date so fixed shall
be deemed to be shareholders for the purposes aforesaid.
  11.02 Method of
Giving Notices -- Any notice (which term includes any communication or
document) to be given (which term includes sent, delivered or served) pursuant
to the Act, the regulations thereunder, the Articles, the by-laws or otherwise
to a shareholder, director, officer, auditor or member of a committee of the
board shall be sufficiently given if delivered personally to the person to whom
it is to be given or if delivered to his recorded address or if mailed to him at
his recorded address by prepaid ordinary or air mail or if sent to him at his
recorded address by any means of prepaid transmitted or recorded communication.
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 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.
  11.03 Notice to Joint
Shareholders -- If two or more persons are registered as joint holders of
any share, any notice shall be addressed to all of such joint holders but notice
to one of such persons shall be sufficient notice to all of them.
  11.04 Computation of
Time -- 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, the date of giving the notice shall be excluded and the date of the
meeting or other event shall be included.
  11.05 Undelivered
Notices -- If any notice given to a shareholder pursuant to Section 11.01
is returned on three consecutive occasions because he cannot be found, the
Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new
address.
  11.06 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 founded thereon.
  11.07 Persons
Entitled by Death or Operation of Law -- Every person who, by operation
of law, transfer, death of a shareholder or any other means whatsoever, shall
become entitled to any share, shall be bound by every notice in respect of such
share which shall have been duly given to the shareholder from whom he derives
his title to such share prior to his name and address being entered on the
securities register (whether such notice was given before or after the happening
of the event upon which he became so entitled) and prior to his furnishing to
the Corporation the proof of authority or evidence of his entitlement prescribed
by the Act.
  11.08 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 any
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 and such waiver or abridgment, 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 abridgment 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.
   
   Section
Twelve
 EFFECTIVE
DATE
  12.01 Effective
Date -- This by-law shall come into force when made by the Board in
accordance with this Act.