**Exhibit3.2**

 

**CASCADES INC.**

**GENERAL BY-LAWS**

**BY-LAW NO. 2008-1**

 

**ARTICLE I**  - INTERPRETATION

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# 1.                                       Definitions

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“Act” means the *Companies Act*,R.S.Q., c. C-38 as well as any amendment made thereto;

 

“Articles” means the Articles of Incorporation,amendment or amalgamation of the Company which are annexed to the Certificateof Incorporation, amalgamation or continuation as well as any amendment madethereto;

 

“Board of Directors” means collectively the directorsof the Company;

 

“By-laws” means the present by-laws and any otherby-laws of the Company which are then in force as well as any modificationsmade thereto;

 

“Directors” also means the Board of Directors.

 

# 2.                                       Rules of Interpretation

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Terms used in the singular only include the plural andvice versa and terms used in the masculine gender shall include the femininegender and vice versa and words and expressions denoting natural persons alsorefer to legal persons including corporations, companies, or any other group ofnatural or legal persons.

 

# 3.                                       Titles

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Titles used in these general by-laws are for ease ofreference only and shall not be considered in the interpretation of theprovisions contained herein nor shall they be deemed to modify or explain thescope or meaning of such terms and provisions.

 

**ARTICLE II - HEAD OFFICE**

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# 1.                                       Head Office

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Subject to subsequent amendments in accordance withthe provisions of the Act, the address of the head office of the Company shallbe determined by resolution of the Board of Directors within the boundaries ofthe Judicial District of Drummond.

 

The Company may transfer its head office to any otherJudicial District by amending its articles and this amendment will be effectiveas of the date indicated on the certificate of amendment.

 

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**ARTICLE III - MEETINGSOF SHAREHOLDERS**

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# 1.                                       Annual Meeting

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The annual general meeting of shareholders shall beheld each year on the date and at the time that the Board of Directorsdetermines for the purpose of receiving the financial statements and relatedauditors’ report, electing the directors and appointing the auditors and authorizingthe Board of Directors to fix their remuneration and taking cognizance of andtransacting any business that may legally be brought before the meeting.

 

The annual general meeting of shareholders shall beheld at the head office of the Company or at such other place in the Provinceof Quebec as may be determined by the Board of Directors.

 

An annual meeting may also constitute a specialmeeting for the purpose of taking cognizance of and transacting any businessthat may be transacted at a special meeting.

 

# 2.                                       Special Meeting

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A special general meeting of shareholders, whethergeneral or not, may be called at any time by order of the Chairman of the Boardof Directors, the President of the Company or the Board of Directors.  A special meeting, whether general or not,may be held separately or as part of an annual meeting.

 

Special meetings of shareholders shall be held at thehead office of the Company or at such other place in or outside the Province ofQuebec as may be designated by the Board of Directors.  However, if the agenda of the special meetingof shareholders provides for the election of directors, such meeting shall beheld in the Province of Quebec.

 

# 3.                                       Calling of a Special General Meeting by Shareholders

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The Board of Directors shall be required to convene aspecial general meeting of shareholders when requisitioned in writing byholders of not less than one-tenth of the issued shares of the Company of thatclass or classes of shares which, on the date of the requisition, carry theright to vote at the meeting sought to be held. The requisition shall state the business to be transacted at themeeting, which business must be within the powers of the general meeting ofshareholders.  If the meeting is notcalled and held within twenty-one (21) days from the date on which therequisition is delivered to the head office of the Company to the attention ofthe Secretary, any shareholders, whether or not they signed the requisition,who hold not less than one-tenth of the issued shares of the Company that carrythe right to vote at the meeting sought to be held may call such specialgeneral meeting.

 

# 4.                                       Notices and other Communications

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Subject to the provisions of paragraph 3 of this Article III,a written notice of the date, time, place and purpose of any meeting ofshareholders shall be given to everyone whose name is entered in the relevantregister and entitled to vote at the meeting. The notice shall be delivered ormailed at least twenty-one (21) days but not more than fifty (50) days beforethe date of the 

 

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meeting. Such noticeshall be given by the Secretary or by any other officer of the Company designatedby the Directors or by the person calling the meeting. It is not required thatthe notice be signed by hand.

 

Any notice, communication or document to be given bythe Company pursuant to the Act, the Articles, the by-laws or otherwise, to ashareholder, director, officer or auditor shall be sufficiently given ifdelivered personally to the person to whom it is to be given, or if deliveredto his recorded address, or if mailed by prepaid mail addressed to him at thisrecorded address.

 

In addition to the foregoing, any such notice,communication or document required to be given may instead be delivered by theCompany in an electronic or other technologically enhanced format, providedthat the requirements of the applicable law in respect of such delivery havebeen complied with in all respects, including, where required, receipt by theCompany of the prior consent of the recipient to the delivery of such notice,communication or document in electronic or other technologically enhancedformat and the designation by the recipient of the information system forreceipt thereof.

 

# 5.                                       Shareholders Address

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Each shareholder must furnish to the Company a postaladdress or an electronic address to which may be sent any notice addressed tohim.  Any notice sent to the shareholderwhose name appears on the registers of the Company at the time of such sendingis enforceable to any other person who has acquired any rights to such sharesas long as such party has not otherwise requested that the registers of theCompany be modified by entering such party’s name and address.

 

# 6.                                       Failure to Give Notice

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Any involuntary failure to give a notice of a meetingor non-receipt of such notice by a shareholder shall not invalidate anyresolution passed or any proceedings conducted at such meeting.

 

# 7.                                       Incomplete Notice

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Any involuntary failure to mention in the notice ofannual general or special meeting any matter which the Act or these by-lawsrequire to be dealt with at such meeting shall not prevent the meeting fromvalidly dealing with such matter.

 

# 8.                                       Waiver of Notice

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Any shareholder or duly appointed proxy of ashareholder may, either before or after the general or special meeting is held,waive the notice of such meeting, or any irregularity during such meeting orcontained in the notice of meeting. A shareholder’s presence at a meeting,either in person or by proxy, shall constitute a waiver of the notice of suchmeeting, unless he attends specifically to object to its being held based onthe irregularity of its calling.  Acertificate from the Secretary or any other duly authorized officer of theCompany or from the registrar or transfer agent of the Company shall constituteirrefutable proof that a notice was sent.

 

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# 9.                                       Quorum

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Two (2) persons present in person and who arethemselves shareholders entitled to vote at such meeting or proxies for anabsent shareholder entitled to vote at such meeting and representing personallyor by proxy twenty percent (20%) of the issued and outstanding shares of theCompany carrying the right to vote at the meeting, shall constitute therequired quorum to transact business at any meeting of shareholders. If aquorum is present when the meeting is opened, the shareholders who are inattendance may transact all business at such meeting, notwithstanding the factthat there may not have been a quorum throughout the entire meeting.

 

# 10.                                 Adjournment

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Whether or not there is a quorum, any meeting ofshareholders may be adjourned from time to time by a vote of the majority ofthe shareholders then present in person or represented by proxy to a date(provided such adjournment is for at least fifteen (15) days) and at the placeand time determined by such shareholders without further notice than theannouncement made at the meeting, if the meeting is adjourned for less thanthirty (30) days. Otherwise, a written or electronic notice of at least twenty-one(21) days must be given of the date of adjournment. Any business that couldhave been transacted at a meeting prior to its adjournment may also betransacted at the meeting at which there is a quorum, in accordance with theprovisions of paragraph 9 of this Article III or the constituting act, asthe case may be.

 

# 11.                                 Record Date

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The Board of Directors may fix a date preceding thedate on which a meeting is to be convened or held as the record date for thepurpose of determining shareholders entitled to receive notice of or to vote atthe meeting, and only those registered shareholders on the date so fixed shallbe so entitled, notwithstanding any transfer of shares in the registers of theCompany between the record date and the date on which the meeting is convenedor held.

 

# 12.                                 Voting and Qualification

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Unless otherwise prescribed by the Act, the Articlesor by any other by-law of the Company, each shareholder shall be entitled toone vote per share held at any meeting of shareholders. The shareholders ofrecord being entitled to vote at a meeting of shareholders and the number ofshares held by them shall respectively be determined according to the Company’sshareholders’ register as at the close of business on the record date for theholding of the meeting.

 

If two or more persons hold shares jointly, those whoattend the meeting of shareholders may, in the absence of the others, vote suchshares. However, if two or more co-holders are present or represented by proxyat the meeting and wish to vote thereat, they may only do so as one and thesame person. If more than one co-holder is present or represented by proxy, thevote shall be joint and to the same effect.

 

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# 13.                                 Proxies

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Votes may be cast by the shareholder himself or by hisproxy or by one or more substitute proxies. Any person, whether or not ashareholder of the Company, may carry out the duties of a proxy and act in themanner, to the extent and in accordance with the instructions set forth in theappointing instrument. A proxy may also be appointed by a corporation holdingat least one share of the share capital of the Company carrying the right tovote at the meeting.

 

Unless otherwise prescribed in the notice of meeting,such proxy shall be provided to the Secretary of the Company at least24 hours before the meeting.

 

# 14.                                 Chairman of the Meeting

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The Chairman of the Board of Directors shall presideat every meeting of shareholders. In his absence, the Executive Vice-Chairmanof the Board of Directors, or in his absence, the President of the Company, orin his absence, any person appointed by the Board of Directors, shall presideat such meeting. If the meeting only consists of proxies, a proxy elected bythe meeting shall then act as chairman.

 

# 15.                                 Secretary

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At every meeting of shareholders, the Secretary of theCompany, or in his absence, an Assistant-Secretary, or in the absence of theSecretary and any Assistant-Secretaries, a person designated by the Chairman ofthe meeting, shall act as secretary.

 

# 16.                                 Resolutions

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Unless otherwise prescribed by the Act, the Articlesor any other by-law of the Company, all matters submitted to meetings ofshareholders shall be decided by majority vote.

 

# 17.                                 Vote by Show of Hands

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Unless otherwise prescribed by the Act, any vote maybe taken by a show of hands at any meeting of shareholders, unless a poll isrequested. When the Chairman of the meeting declares that a resolution has beenpassed, or passed unanimously, or by a specified majority, or rejected, and anentry to this effect is made in the minutes of the meeting, that will besufficient proof of the passing or rejection of such resolution without itbeing necessary to prove the number or proportion of the votes cast.

 

# 18.                                 Vote by Secret Ballot

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If the Chairman of the meeting so orders or if anotherperson also holds or represents by proxy not less than 10% of the sharesentitled to vote at the meeting so requests, voting shall be by secret ballot(either before or immediately after the result of the vote by a show of handsis declared). In such instance, the secret ballot shall be held in the mannerdetermined by the chairman of the meeting.

 

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# 19.                                 Scrutineers

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The Chairman of the meeting may appoint scrutineers(who may but need not be directors, officers, employees or shareholders of theCompany), who shall act according to his instructions.

 

**ARTICLEIV - DIRECTORS**

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# 1.                                       Number

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Subject to subsequent amendments in accordance withthe provisions of the Act,

 

## 1.1                       The Company shall be administered by a Board ofDirectors consisting of a minimum of one (1) member and a maximum of fifteen(15);

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## 1.2                       The number of members in office shall bedetermined from time to time by resolution of the Board of Directors or byordinary resolution of the shareholders but any reduction in the number ofmembers shall not have the effect of reducing the term of office of thedirectors in office.

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# 2.                                       Eligibility Requirements

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Unless otherwise provided for in the constituting act,a director shall not be required to be a shareholder of the Company. A directorshall be at least eighteen (18) years of age but it is not necessary that he bea resident of Canada or Quebec.

 

# 3.                                       Election and Term of Office

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Unless otherwise prescribed by the Articles or anyother by-law of the Company, the directors shall be elected by the shareholdersat the annual meeting; the outgoing directors may be reelected. Such electionshall be by a show of hands unless a ballot is requested in accordance with theprovisions of paragraph 18 of Article III. If the election of thedirectors does not take place at the annual meeting, it can be held at a subsequentspecial general meeting duly called for such purpose. The outgoing directorsshall remain in office until their successors are elected.  A director’s mandate ends upon death,resignation, removal or at such time that the director is no longer eligible toact as a director.

 

# 4.                                       Vacancies

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So long as the directors remaining in officeconstitute a quorum, they shall be entitled to act even if there is a vacancyon the Board of Directors. The Board of Directors shall also be entitled toelect a new director to fill a vacant seat following the death, resignation,disqualification or removal of a director which has not been filled by theshareholders. The shareholders who are entitled to vote shall also be entitledto elect directors in case of vacancy at any general meeting, or at a specialgeneral meeting duly called to fill such vacancies. If, due to a vacancy, thenumber of directors in office is less than a quorum, a special general meetingshall be called in accordance with the provisions of paragraph 2 of Article IIIof these by-laws.

 

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# 5.                                       Compensation

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The Board of Directors may from time to time, byresolution of the Board, determine their compensation. The directors shall beentitled to be reimbursed for their travel expenses to attend meetings of theBoard of Directors or of any committee of the Board of Directors, as well asall other disbursements incurred on Company business.

 

# 6.                                       Disqualification

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The office of a director shall be vacated *ipso facto* if the director:

 

## 6.1                       ceases to be qualified, or

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## 6.2                       becomes bankrupt or insolvent or makes acompromise or arrangement with his creditors, or

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## 6.3                       is interdicted or is placed under tutorship orcuratorship, or

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## 6.4                       is of unsound mind, or found incapable by acourt of another province or country, or

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## 6.5                       is removed from office as set forth below;

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but any acts performed in good faith by a disqualifieddirector shall be valid.

 

# 7.                                       Resignation

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Any director may at any time give his resignation inwriting. Such resignation shall become effective on the later of the date thewritten resignation is sent to the Company or the date specified in suchresignation.

 

# 8.                                       Removal from Office

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The holders of the majority of the shares of theCompany carrying the right to vote may, at any time, at a special generalmeeting of shareholders duly called for such purpose, remove any director ofthe Company from office before the end of the term, with or without cause. Thedirector who is to be removed from office shall be informed of the place, dateand time of the meeting within the same time limit as for the calling of themeeting. He may attend and address the meeting or, in a written statement readby the Chairman of the meeting, set forth the reasons for his objection to theresolution calling for his removal from office.

 

# 9.                                       General Powers of Directors

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The directors shall, in general, have the power to doall things relating to the control and management of the affairs of the Companythat is not contrary to the Act or these by-laws.

 

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# 10.                                 Conflict of Interest

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A director shall avoid placing himself in a situationwhere his personal interest would be in conflict with is obligation as adirector of the Company.

 

A director shall declare forthwith to the Company anyinterest he has in an enterprise or other entity that may place him in asituation of conflict of interest and any right he may set up against it,indicating their nature and value, if applicable.  This declaration of interest shall berecorded in the minutes of the proceedings of the Board of Directors.  A general declaration shall be valid so longas the facts remain unchanged and a director need not reiterate such declarationfor any specific subsequent transactions.

 

# 11.                                 Contracts with the Company

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A director may, even in carrying on his duties,directly or indirectly, acquire rights in the property of the Company or enterinto contracts with the Company, provided that he immediately makes a fulldisclosure thereof to the Company, indicating the nature and value of therights he is acquiring, and requests that such disclosure be recorded in theminutes of the proceedings of the Board of Directors or in the writtenresolution in lieu thereof.

 

A director who has in interest in an acquisition ofproperty or in a contract shall, except if required, abstain from discussingand voting on the question and, if a vote is cast by such director, such voteshall not be counted.  However, this rule shallnot apply to matters concerning the remuneration or conditions of employment ofthe director.

 

At the request of the Chairman or of any director, thedirector who has in interest shall leave the meeting while the Board ofDirectors discusses and votes on the acquisition or the contract inquestion.  The same principle applies toa director who holds an interest in an offer or under a takeover bid for theshares of the Company while the Board of Directors discusses and votes on thebid.

 

Neither the Company nor its shareholders may contestthe validity of an acquisition of property or a contract involving the Companyon the one hand and a director, directly or indirectly, on the other hand, onthe sole ground that the director is a party thereto or has an interesttherein, provided that the proper declaration referred to above has been madeforthwith by such director.

 

# 12.                                 Borrowing

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The directors may from time to time on behalf of theCompany:

 

## 12.1                 borrow money upon the credit of the Company;

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## 12.2                 issue, pledge or sell debentures and othersecurities of the Company at such price and for such amount as is deemedappropriate;

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## 12.3                 hypothecate or otherwise encumber the immovableand movable property of the Company;

 

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## 12.4                 delegate in whole or in part the aforementionedpowers to one or more officers of the Company, to such extent and upon suchterms and conditions as are set forth in the resolution respecting thedelegation of powers.

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This by-law shall be deemed to supplement but not replace any borrowingby-law adopted for banking purposes, unless otherwise provided in the relevantby-law.

 

**ARTICLE V - MEETINGS OF DIRECTORS**

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# 1.                                       Regular Meetings

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The Board of Directors shall, without notice, meet immediately afterthe annual meeting of shareholders and at the same place, or immediately aftera special general meeting of shareholders at which directors were elected andat the same place, to elect a Chairman of the Board, to appoint all otherofficers of the Company and transact all other business.

 

The Board of Directors may set a day or days in any month for theholding of regular meetings of the Board of Directors, at the place, date andtime set by the Board. A copy of any resolution of the Board of Directorsdetermining the place and time of such regular meeting shall be sent to eachdirector immediately after it is passed. No other notice shall be required forany regular meeting except where the Act requires that the purpose of suchmeetings or the business to be transacted thereat be specified.

 

# 2.                                       Other Meetings

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The Board of Directors may meet at any time and at any place and forany purpose whatsoever, if called by the Chairman of the Board, the President ora director, provided that a notice is duly given to each director, or withoutnotice if all of the directors are present or waive the notice of meeting inwriting or by any other electronic means of communication.

 

# 3.                                       Participation

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The directors may, if they all agree, participate at meetings of theBoard of Directors by any means allowing all of the participants to hear eachother, such as by telephone or by videoconference. They shall then be deemed tohave attended the meeting.

 

# 4.                                       Notices of Meetings

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In all instances, a notice shall be deemed to be sufficient if itindicates the day, time and place of the meeting and is sent by any means oftransmission permitted by the Act or the by-laws at least forty-eight (48)hours before the meeting. It shall be sent to the director’s last knownbusiness or home address. In the event of an emergency, the time limit shall bereduced to twenty-four (24) hours. The notice shall be given by the Secretaryor by any other officer designated by the President or the directors. It shallnot be necessary that the notice be signed nor that it mention the nature ofthe questions to be dealt with at the meeting.

 

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# 5.                                       Quorum

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The majority of the directors who should be in office from time to timeshall form a quorum at any meeting of the Board of Directors.  The quorum shall be maintained throughout theentire meeting.

 

If the Company has only one director, such director shall exercise therights and assume the obligations of the Board of Directors.

 

# 6.                                       Adjournment

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Whether or not there is a quorum, any meeting of the Board of Directorsmay be adjourned from time to time by a vote of the majority of the directorswho are present and be held later without the necessity of giving a new notice.  At the recommencement of the meeting, theBoard of Directors may validly deliberate in accordance with the termsestablished at the time of the adjournment provided that there is aquorum.  The directors who constituted aquorum at the initial meeting do not have to form part of the quorum at the re-adjournedmeeting.  If there is no quorum at the re-adjournedmeeting, the meeting is deemed to have ended at the preceding meeting when theadjournment was initially declared.

 

# 7.                                       Voting

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Subject to these by-laws each director is entitled to one vote.  Any matters submitted to a meeting of thedirectors shall be decided by majority vote. The vote shall be by show of handsunless a secret ballot is requested by the Chairman of the meeting or by adirector, in which case the vote shall be by secret ballot.  If the vote is by ballot, the Secretary ofthe meeting shall be the scrutineer and shall count the ballots.  Voting by proxy is not allowed for meetingsof the Board of Directors.

 

# 8.                                       Chairman of the Board

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The Chairman of the Board shall preside at all meetings of the Board ofDirectors. If there is no Chairman of the Board or if he is absent, the meetingshall be chaired by the Executive Vice-Chairman of the Board, if there is one,failing which, by the President of the Company if he is a director or, in hisabsence, by a Vice-President if he is a director. In their absence, anydirector chosen by the majority of the members of the Board of Directors shallpreside at the meeting.

 

# 9.                                       Secretary

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At any meeting of the directors, the Secretary or, in his absence, anAssistant-Secretary, or in the absence of an Assistant-Secretary, any personappointed by the Chairman of the meeting shall act as secretary.

 

# 10.                                 Waiver of Notice

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Any director may waive notice of a meeting of the Board of Directors inwriting either before or after the meeting is held. His mere presence at themeeting shall constitute a waiver 

 

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unless he attends specifically to object to themeeting being held based on the irregularity of its calling.

 

# 11.                                 Validity of the Acts of the Directors

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Any act by the Board of Directors or by any person acting as adirector, even if it is later discovered that there was some irregularity inthe election or appointment of the director or of the person acting as such orthat one or more members of the Board of Directors was disqualified, shall beas valid as though each such person had been duly appointed or elected or wasqualified to be a director.

 

# 12.                                 Written Resolutions

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Written resolutions, signed by all of the directors entitled to vote onsuch resolutions at meetings of the board, shall have the same value as thoughthey had been adopted during such meetings. A copy of such resolutions shall be kept with the minutes of thedeliberations of the board.

 

**ARTICLE VI - OFFICERS**

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# 1.                                       Officers

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The Board of Directors may, by resolution, appoint such officers andother mandataries as it deems appropriate and determine their title, functions,powers and remuneration.  The same personmay hold more than one office.  Exceptfor the Chairman of the Board, who must be a director, an officer need not be adirector or shareholder of the Company. Each such officer or mandatary may be removed at any time by the Boardof Directors.  Any officer or mandatarymay resign at any time by way of notice to the Company.

 

**ARTICLE VII - COMMITTEES**

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# 1.                                       Committees of Directors

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The Board of Directors may appoint a committee or committees ofdirectors, the designation of any such committee being at the discretion of theBoard of Directors, and it may delegate to such committee or committees all ofthe powers of the Board of Directors except those which, under the Act, must beexercised by the Board of Directors or those which the Board of Directors mayexpressly reserve for itself.  The Boardof Directors may, by choosing among its members, fill any vacancy on any of itscommittees.  Members of any Boardcommittee shall have the right to receive for their services such compensationthat the Directors may establish by resolution.

 

# 2.                                       Administrative Committee

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One of the committees the Board of Directors shall be entitled toappoint may be referred to as the Administrative Committee. This committeeshall consist of at least three (3) members who must be directors andwho shall be appointed at the discretion of the Board. Subject to 

 

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paragraph 1 of this Article VII, thiscommittee shall exercise all of the powers and prerogatives of the Board ofDirectors relating to non-significant administrative matters of the Company forwhich the approval of the Board of Directors is otherwise required or isdesirable. The Administrative Committee shall report regularly on itsactivities to the Board of Directors. Any rights granted or obligationsincurred by the authority of the Administrative Committee shall be deemed to bevalid and shall be binding on the Company.

 

# 3.                                       Audit Committee

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The Board of Directors may also appoint an audit committee consistingof at least three (3) directors all of whom shall respect theapplicable rules regarding independence and competency.  The members of the audit committee shallremain in office, provided they remain directors, until they are removed fromoffice or their successors are elected.

 

# 4.                                       Procedure

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The meetings of each committee shall be held at the time and placespecified as convened by the chairman of the committee or, in his absence, by amember of the said committee. Unless otherwise determined by the Board ofDirectors, each committee shall have the power to determine the quorum providedit is not less than the majority of the members, to appoint its chairman anddetermine its internal procedure. The powers of the committee may be exercisedat a meeting at which there is a quorum or by written resolution signed by allof the members entitled to vote on such resolution. The members of any committeemay, if they all agree, participate in meetings of such committee by any meansallowing all of the participants to hear each other, such as by telephone or byvideoconference. They shall then be deemed to have attended the meeting.

 

**ARTICLE VIII - SEAL**

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# 1.                                       Description

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The Company shall possess a seal on which its name shall be engraved.The seal or any amendment thereto shall be adopted by resolution of thedirectors. It shall be authenticated by the signature of the President orSecretary.

 

**ARTICLE IX** - LIABILITY OF DIRECTORS,OFFICERS AND OTHER PERSONS

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# 1.                                       Limitation of Liability

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Subject to Sections 123.87 and following of the Act, no director orofficer of the Company shall be responsible for the deeds, actions, omissionsor default of any director, officer, agent or employee, nor for any loss,damage or expense sustained by the Company due to a title defect orinsufficiency in respect of any property acquired by or on behalf of theCompany, or the insufficiency of any security in reliance on which the Companyhas invested money, or for any loss or damage resulting from bankruptcy,insolvency or delictual or quasi-delictual acts by any person, firm or corporationwith which money, securities or instruments have been placed or 

 

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deposited or for any other loss, damage ormisadventure of any nature that might arise in the performance of his duties orin connection therewith.

 

# 2.                                       Indemnification

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The Company shall indemnify and hold harmless any directors or officersof the Company, any former directors or officers of the Company, or any personswho act or have acted at the request of the Company as a director or officer ofa body corporate of which the Company is or was a shareholder or creditor, aswell as all of the heirs and legal representatives of such persons, withrespect to all costs, fees, and expenses and in particular, with respect to allamounts paid to settle an action or to satisfy a judgment, reasonably incurredby such person with respect to any civil, criminal or administrative action orany proceedings in respect of which such person became a party due to his beingor having been a director or officer of the Company or of such body corporate,if:

 

## 2.1                       He acted honestly and in good faith in the bestinterests of the Company; and

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## 2.2                       In the case of a criminal or administrativeaction or an action entailing monetary sanctions, he had reasonable grounds tobelieve that his conduct was in conformity with the law.

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Nothingin the present section shall limit the ability of the company to offer greaterindemnities.

 

# 3.                                       Insurance

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Subject to the provisions of the Act, the Company may, on behalf of thepersons mentioned in paragraph 2 of this Article IX, purchase and keep inforce such insurance as may be determined by the Board of Directors from timeto time.

 

**ARTICLE X - SHARE CAPITAL**

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# 1.                                       Certificates and Transfer of Shares

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Certificates representing the shares of the Company shall bear thesignatures or a facsimile of the signatures of the President or a Vice-Presidentand of the Secretary or an Assistant-Secretary of the Company. Any certificatebearing a signature of a duly authorized officer is valid, notwithstanding thatthe signatory has ceased occupying the position.

 

# 2.                                       Record Date and Closing of Registers

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The Board of Directors may fixa date for the payment of a dividend in accordance with the TSX Policy on thedeclaration of dividends or such relevant exchange upon which the Company’ssecurities are listed, the granting of rights or any other form ofdistribution, as the record date to determine shareholders who are entitled tosuch dividend, rights or distribution, and only such registered shareholders asat such date shall be entitled thereto, notwithstanding any transfer of sharesin the registers of the Company between the record date and the date on whichthe dividend is paid, the rights are granted or the distributions are made.

 

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# 3.                                       Transfer Agents

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The Board of Directors may appoint or remove transfer agents orregistrars and make by-laws governing the transfer of shares and registrationthereof.  Any share certificate issuedafter such appointment must be countersigned by such agents, failing which suchcertificate shall be invalid.

 

# 4.                                       Lost, Mutilated or Destroyed Certificates

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In the event of the loss, mutilation or destruction of a sharecertificate held by a shareholder, the fact of such loss, mutilation ordestruction shall be reported to the Company or transfer agent (if any) by suchshareholder with proof by way of a sworn or statutory declaration by theshareholder or other proof the directors may require concerning the loss, mutilationor destruction and the circumstances thereof, accompanied by the shareholder’srequest for the issuance of a new certificate to replace the one that was lost,mutilated or destroyed. Upon reception by the Company (or if there are one ormore transfer agents and registrars, then by the Company and by such transferagents and registrars or by anyone of them) of such security (if any) as may berequired by the Board of Directors (or by the transfer agents and registrars,if any) in the form approved by counsel for the Company, indemnifying theCompany (and its transfer agents and registrars, if any) against any loss,damage or costs which the Company and/or the transfer agents and registrars, ifany, may incur by issuing a new certificate to the said shareholder, a newcertificate may be issued to replace the one that was lost, mutilated ordestroyed, provided that such issuance is ordered by the President or a Vice-Presidentor the Secretary or Treasurer of the Company then in office or by the Board ofDirectors.

 

# 5.                                       Undivided Shareholders

#  

If two (2) or more persons are registered as the undivided holdersof any share, the Company shall not be required to issue more than onecertificate to such persons, and the delivery of such a certificate to one ofsuch persons shall be sufficient in respect of all such persons. Each suchperson may give a receipt for the certificate issued to such persons or for anydividends, bonuses, discounts or other moneys payable or purchase rightsrelating to such share.

 

# 6.                                       Deceased Shareholders

#  

In the event of the death of a shareholder or one of the undividedholders of shares, the Company shall not be required to enter any registrationsin this regard in the register of transfers or make any payment of dividends onsuch shares or other distribution in respect thereof without the prior filingof any documents that may be required by the Act and in compliance with thereasonable requirements of the Company and its transfer agent, if any.

 

**ARTICLE XI - FISCAL YEAR, OFFICESAND DIVIDENDS**

** **

# 1.                                       Fiscal Year

#  

The Company’s fiscal year shall end each year on the last day of themonth of December.

 

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#  

# 2.                                       Offices

#  

The Company may establish offices at any place in Québec, Canada orelsewhere as may be determined by the directors from time to time byresolution.

 

# 3.                                       Dividends

#  

The Board of Directors may, from time to time and in compliance withthe Act, declare and pay dividends to the shareholders according to theirrespective rights.

 

The directors may declare dividends payable in cash, in assets**or in fully paid-up shares and pay same to the shareholdersaccording to their entitlement and interest. Any cash dividends shall be paidby cheque or money order sent by mail to the address shown in the registers or,in the case of joint holders, to the address of the holder appearing first inthe registers. Such cheques or money orders shall be made to the order of theregistered holder and, in the case of co-holders, jointly in the names of allthe co-holders. The sending of such cheques or money orders shall release theCompany from any liability for such dividend up to the amount represented bysuch cheque or money order plus the amount of any taxes deducted or withheld,unless such cheque or money order is paid upon presentation. No unpaiddividends shall bear interest.

 

In the event that a cheque or money order representing a dividendamount is not received by the person to whom it was sent as mentioned above,the Company shall issue such person a cheque or money order in replacement ofthe cheque or money order not received for a similar amount on such conditionsregarding indemnification, reimbursement of costs and proof of non-receipt andtitle as the Board of Directors may prescribe from time to time, in general orin a specific case.

 

Any dividends unclaimed after a period of six (6) years from thedate they were declared payable shall be forfeited and shall revert to theCompany.

 

**ARTICLE XII - NEGOTIABLEINSTRUMENTS, CONTRACTS, VOTING OF SHARES AND JUDICIAL DECLARATIONS**

** **

# 1.                                       Cheques, Bills of Exchange, Etc.

#  

All cheques, bills of exchange, promissory notes and other negotiableinstruments shall be signed by the person or officer designated by the Board ofDirectors. Unless a resolution to the contrary is passed by the Board ofDirectors, all endorsements of cheques, bills of exchange, promissory notes orother negotiable instruments payable to the Company shall be made forcollection and deposit to the credit of the Company with a bank or duly authorizeddepository. Such endorsements may be made by way of a stamp or other device.

 

# 2.                                       Contracts, etc.

#  

Any contracts or other documents in writing made in the normal courseof the business of the Company and requiring the Company’s signature may be validlysigned by the Chairman of the Board, the President, any Vice-President, theSecretary, the Treasurer or the 

 

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Assistant-Secretary of the Company, and all contractsor other documents made in writing so signed shall bind the Company, withoutfurther formality or authorization. The Board of Directors shall have the powerto appoint, by resolution and from time to time, any other officer or any otherperson to sign contracts or other documents made in writing on behalf of theCompany, which authorization may be general or specific. The Company’s sealmay, if required, be affixed to such contracts or other documents in writingsigned as aforesaid.

 

# 3.                                       Voting of Shares of Other Companies

#  

Unless otherwise decided by the Board of Directors, the Chairman of theBoard, the President, any Vice-President, the Secretary, the Treasurer or theAssistant-Secretary of the Company shall each have the power and authority, forand on behalf of the Company to:

 

## 3.1                       Attend, act and vote at any meeting of theshareholders of any company or corporation in which the Company may, from timeto time, hold shares and at such meeting he shall be entitled to exercise eachand every one of the rights and powers attaching to the ownership of suchshares as though he were the owner thereof; or

##  

## 3.2                       Issue one or more proxies authorizing otherpersons to act in the manner described above.

##  

The Directors may, from time to time, grant the same powers to anyother person.

 

# 4.                                       Judicial Declarations

#  

The Chairman of the Board, the President, any Vice-President, theSecretary, the Treasurer or the Assistant-Secretary of the Company, shall beauthorized hereunder to make, on behalf of the Company, any garnishmentdeclaration, before or after judgment, and to answer any examination on thefacts and particulars and other proceedings which may be necessary in anylitigation involving the Company; to make any application for dissolution orliquidation, or any petition in bankruptcy against any debtor of the Companyand grant powers of attorney in connection with such proceedings; to representthe Company at any meeting of creditors in which the Company has interests tobe safeguarded and to vote and make any decisions at such meetings. It shall,however, be in the board’s discretion to appoint, by resolution, any otherperson for the purpose of representing the Company for the above-mentionedpurposes.

 

**ARTICLE XIII - REVOCATION**

** **

On the effective date of these general by-laws, By-law No. C-1hitherto in existence shall be repealed; however, such repeal shall not affectthe past application thereof nor the validity of any measures taken,resolutions passed and rights, privileges or obligations created thereunderbefore their repeal, nor the validity of any contract or undertaking enteredinto thereunder.

 

__________________________

 

ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 14,2008

 

RATIFIED BY THE SHAREHOLDERS ON MAY 8, 2008

 

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