Exhibit 4.2


    

      


      EXHIBIT
        4.2


      


      
        

        

      

      


      


      


      


      


      


      SHELL
        CANADA LIMITED

      


      


      BY-LAW
        NO. 57

      


      


      


      


      


      


      


      


      


      


      A
        By-law
        Relating Generally

      to
        the

      Transaction
        of the Business and Affairs

      of
        the
        Corporation

      


       

       

       

       

      
 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      INDEX

      


      
        
          	 	
                  INTERPRETATION

                	 
	
                  1.

                	
                  
                    Interpretation

                  

                	
                  4

                
	 	
                  DIRECTORS

                	 
	
                  2.

                	
                  Number

                	
                  4

                
	
                  3.

                	
                  Quorum

                	
                  4

                
	
                  4.

                	
                  Election

                	
                  4

                
	
                  5.

                	
                  Action
                    by the Board

                	
                  4

                
	
                  6.

                	
                  Meeting
                    Participation by Electronic Means

                	
                  4

                
	
                  7.

                	
                  Meetings

                	
                  4

                
	
                  8.

                	
                  Notice
                    of Meeting

                	
                  5

                
	
                  9.

                	
                  First
                    Meeting of a New Board

                	
                  5

                
	
                  10.

                	
                  Voting

                	
                  5

                
	
                  11.

                	
                  Remuneration
                    of Directors

                	
                  5

                
	 	
                  COMMITTEES

                	 
	
                  12.

                	
                  Audit
                    Committee

                	
                  5

                
	
                  13.

                	
                  Committee
                    of Directors

                	
                  5

                
	
                  14.

                	
                  Transaction
                    of Business

                	
                  5

                
	 	
                  PROTECTION
                    OF DIRECTORS AND
                    OFFICERS

                	 
	
                  15.

                	
                  Limitation
                    of Liability

                	
                  5

                
	
                  16.

                	
                  Indemnity
                    of Directors and Officers

                	
                  6

                
	 	
                  SHAREHOLDERS’
                    MEETINGS

                	 
	
                  17.

                	
                  Annual
                    Meetings

                	
                  6

                
	
                  18.

                	
                  Special
                    Meetings

                	
                  6

                
	
                  19.

                	
                  Meeting
                    by Electronic Means

                	
                  7

                
	
                  20.

                	
                  Notice
                    of Meetings

                	
                  7

                
	
                  21.

                	
                  Chairman,
                    Secretary and Scrutineers

                	
                  7

                
	
                  22.

                	
                  Quorum

                	
                  7

                
	
                  23.

                	
                  Joint
                    Shareholders

                	
                  7

                
	
                  24.

                	
                  Votes
                    to Govern

                	
                  7

                
	
                  25.

                	
                  Show
                    of Hands

                	
                  7

                
	
                  26.

                	
                  Ballots

                	
                  8

                
	
                  27.

                	
                  Electronic
                    Voting

                	
                  8

                
	
                  28.

                	
                  Adjournment

                	
                  8

                
	 	
                  OFFICERS

                	 
	
                  29.

                	
                  Officers

                	
                  8

                
	
                  30.

                	
                  Appointment
                    and Term of Office

                	
                  8

                
	
                  31.

                	
                  Removal

                	
                  8

                
	
                  32.

                	
                  Resignations,
                    Vacancies

                	
                  8

                
	
                  33.

                	
                  Salaries

                	
                  8

                
	
                  34.

                	
                  President

                	
                  9

                
	
                  35.

                	
                  Chief
                    Financial Officer

                	
                  9

                
	
                  36.

                	
                  Vice-Presidents

                	
                  9

                
	
                  37.

                	
                  Secretary

                	
                  9

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        
          	
                  38.

                	
                  Assistant
                    Secretaries

                	
                  9

                
	
                  39.

                	
                  Treasurer

                	
                  9

                
	
                  40.

                	
                  Assistant
                    Treasurers

                	
                  9

                
	
                  41.

                	
                  Controller

                	
                  9

                
	
                  42.

                	
                  Additional
                    Officers

                	
                  9

                
	
                  43.

                	
                  Divisions

                	
                  9

                
	 	
                  EXECUTION
                    OF INSTRUMENTS

                	 
	
                  44.

                	
                  Signing
                    Officers

                	
                  10

                
	
                  45.

                	
                  Execution
                    of Powers of Attorney

                	
                  10

                
	
                  46.

                	
                  Voting
                    Shares and Securities in other Bodies Corporate

                	
                  10

                
	
                  47.

                	
                  Additional
                    Signing Officers

                	
                  10

                
	
                  48.

                	
                  Cheques,
                    Drafts, etc.

                	
                  11

                
	 	
                  SHARES
                    AND TRANSFERS

                	 
	
                  49.

                	
                  Allotment

                	
                  11

                
	
                  50.

                	
                  Share
                    Certificates

                	
                  11

                
	
                  51.

                	
                  Replacement
                    of Share Certificates

                	
                  11

                
	
                  52.

                	
                  Joint
                    Shareholders

                	
                  11

                
	
                  53.

                	
                  Deceased
                    Shareholders

                	
                  11

                
	 	
                  DIVIDENDS
                    AND FINANCIAL
                    YEAR

                	 
	
                  54.

                	
                  Dividends

                	
                  12

                
	
                  55.

                	
                  Dividend
                    Cheques

                	
                  12

                
	
                  56.

                	
                  Non-receipt
                    of Cheques

                	
                  12

                
	
                  57.

                	
                  Unclaimed
                    Dividends

                	
                  12

                
	
                  58.

                	
                  Financial
                    Year

                	
                  12

                
	 	
                  DISCLOSURE
                    OF INFORMATION

                	 
	
                  59.

                	
                  Corporation’s
                    Business

                	
                  12

                
	
                  60.

                	
                  Corporation’s
                    Books

                	
                  12

                
	
                  61.

                	
                  Admission
                    to Meetings

                	
                  13

                
	 	
                  NOTICES

                	 
	
                  62.

                	
                  Method
                    of Giving Notice

                	
                  13

                
	
                  63.

                	
                  Signature
                    to Notices

                	
                  13

                
	
                  64.

                	
                  Notice
                    to Joint Shareholders

                	
                  13

                
	
                  65.

                	
                  Computation
                    of Time

                	
                  13

                
	
                  66.

                	
                  Omissions
                    and Errors

                	
                  13

                
	
                  67.

                	
                  Persons
                    Entitled by Death or Operation of Law

                	
                  13

                
	
                  68.

                	
                  Waiver
                    of Notice

                	
                  14

                
	 	
                  BORROWING
                    AND SECURITIES

                	 
	
                  69.

                	
                  Borrowing
                    Power

                	
                  14

                
	
                	
                  EFFECTIVE
                    DATE AND
                    REPEAL

                	 
	
                  70.

                	
                  Effective
                    Date

                	
                  14

                
	
                  71.

                	
                  Repeal

                	
                  14

                


        

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      BE
        IT
        ENACTED AND IT IS HEREBY ENACTED as a By-Law of SHELL CANADA LIMITED (herein
        called the “Corporation”) as follows:

      


      INTERPRETATION

      


      1. Interpretation:

      


      In
        this
        by-law and all other by-laws of the Corporation words importing the singular
        number include the plural and vice versa; words importing the masculine gender
        include the feminine and neuter genders; words importing persons include
        bodies
        corporate, partnerships and aggregates of persons; “board” means the board of
        directors of the Corporation; “Act” means the Canada Business Corporations Act,
        R.S.C. 1985, Chapter C-44 as amended or replaced from time to time;
“regulations” means any regulations promulgated under the Act as amended or
        replaced from time to time; “articles” means the restated articles of
        incorporation attached to the restated certificate of incorporation issued
        to
        the Corporation under the Act as amended or restated from time to time; and
        “By-law 55” means By-law 55 of the Corporation, as amended. Save as aforesaid
        and unless the context otherwise so requires, words and expressions defined
        in
        the Act have the same meanings when used herein.

      


      DIRECTORS

      


      2. Number:

      


      The
        board
        shall consist of such number of directors as may be fixed from time to time
        by
        the board, not being less than eight nor more than fifteen
        directors.

      


      3. Quorum:

      


      The
        quorum for any meeting of the board shall be two directors. 

      


      4. Election:

      


      The
        election of directors shall take place at each annual meeting of shareholders.
        If an election of directors is not held at the proper time, the incumbent
        directors shall continue in office until their successors are
        elected.

      


      5. Action
        by the Board:

      


      The
        board
        shall manage, or supervise the management of, the business and affairs of
        the
        Corporation. The board may transact business at a meeting at which a quorum
        is
        present, including a meeting held pursuant to Section 6 of this by-law, or
        by a
        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 as a
        quorum
        remains in office.

      


      6. Meeting
        Participation by Electronic Means:

      


      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 a telephonic,
        electronic or other communication facility that permits all participants
        to
        communicate adequately with each other during the meeting. 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.

      


      7. Meetings:

      


      Meetings
        of the board shall be held from time to time at such place, at such time
        and on
        such day as the board, the President or any two directors may determine,
        and the
        Secretary or an Assistant Secretary shall call meetings when thus directed
        or
        authorized.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      8. Notice
        of Meeting:

      


      Notice
        of
        the time and place of each meeting of the board shall be given to each director
        not less than two days before the day when the meeting is to be
        held.

      


      9. First
        Meeting of a New Board:

      


      It
        shall
        not be necessary to give notice of the first meeting of the board to be held
        following the election of directors at a shareholders’ meeting, if a quorum of
        directors be present at the meeting. At that meeting, and if and so often
        as
        there is a vacancy, the board shall elect a chairman who shall preside at
        all
        meetings of the board at which he is present and shall have such other powers
        and duties as may from time to time be assigned to him by the
        board.

      


      10. Voting:

      


      Questions
        arising at any meeting of the board shall be decided by a majority of votes.
        In
        case of an equality of votes the chairman of the meeting, in addition to
        his
        original vote, shall have a second or casting vote.

      


      11. Remuneration
        of Directors:

      


      A
        director shall be paid such remuneration, if any, as the board may from time
        to
        time determine. In addition, the board may from time to time pay special
        remuneration out of the funds of the Corporation to any director who performs
        any special work or service for the Corporation outside the work or services
        ordinarily required of a director of the Corporation. A director shall also
        be
        reimbursed for his out-of-pocket expenses incurred in attending board, committee
        or shareholders’ meetings or otherwise in respect of the performance of his
        duties.

      


      COMMITTEES

      


      12. Audit
        Committee:

      


      The
        board
        shall appoint annually an audit committee of not fewer than three directors,
        none of whom may be an officer or employee of the Corporation or any of its
        affiliates. The audit committee shall have the powers and duties provided
        in the
        Act and as delegated by the board.

      


      13. Committee
        of Directors:

      The
        board
        may appoint one or more other committees 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, the board has no authority to
        delegate.

      


      14. Transaction
        of Business:

      


      Unless
        otherwise determined by the board, each committee shall have the power to
        fix
        its quorum at not less than a majority of its members, to elect its chairman
        and
        to regulate its procedure. The powers of a committee of directors may be
        exercised by a meeting at which a quorum is present, including a meeting
        held
        pursuant to Section 6 of this by-law, or by a 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.

      


      PROTECTION
        OF DIRECTORS AND OFFICERS

      


      15. 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 effects 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 or from liability for any breach
        thereof.

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      16. Indemnity
        of Directors and Officers:

      


      (1) The
        Corporation shall indemnify every director or officer of the Corporation,
        every
        former director or officer of the Corporation and every individual who acts
        or
        acted at the Corporation’s request as a director or officer, or any individual
        acting in a similar capacity, of another entity, against all costs, charges
        and
        expenses, including an amount paid to settle an action or satisfy a judgment,
        reasonably incurred by the individual in respect of any civil, criminal,
        administrative, investigative or other proceeding in which the individual
        is
        involved because of that individual’s association with the Corporation or other
        entity.

      


      (2) The
        Corporation may advance moneys to a director, officer or other individual
        for
        the costs, charges and expenses of a proceeding referred to in subsection
        (1).
        The individual shall repay the moneys if the individual does not fulfill
        the
        conditions of subsection (3).

      


      (3) The
        Corporation shall not indemnify an individual under subsection (1)
        unless:

      


      (a) the
        individual acted honestly and in good faith with a view to the best interests
        of
        the Corporation, or, as the case may be, to the best interests of the other
        entity for which the individual acted as a director or officer or in a similar
        capacity at the Corporation’s request; and

      


      (b) in
        the
        case of a criminal or administrative action or proceeding that is enforced
        by a
        monetary penalty, the individual had reasonable grounds for believing that
        the
        individual’s conduct was lawful.

      


      (4) The
        Corporation shall with the approval of a court indemnify every individual
        referred to in subsection (1), or advance moneys under subsection (2), in
        respect of an action by or on behalf of the Corporation or other entity to
        procure a judgment in its favour, to which the individual is made a party
        because of the individual’s association with the Corporation or other entity as
        described in subsection (1) against all costs, charges and expenses reasonably
        incurred by the individual in connection with such action, if the individual
        fulfils the conditions set out in subsection (3).

      


      (5) Despite
        subsection (1), an individual referred to in that subsection is entitled
        to
        indemnity from the Corporation in respect of all costs, charges and expenses
        reasonably incurred by the individual in connection with the defence of any
        civil, criminal, administrative, investigative or other proceeding to which
        the
        individual is subject because of the individual’s association with the
        Corporation or other entity as described in subsection (1), if the individual
        seeking indemnity:

      


      (a) was
        not
        judged by the court or other competent authority to have committed any fault
        or
        omitted to do anything that the individual ought to have done; and

      


      (b) fulfils
        the conditions set out in subsection (3). 

      


      SHAREHOLDERS’
        MEETINGS

      


      17. Annual
        Meetings:

      


      The
        annual meeting of shareholders shall be held at such time in each year and
        at
        such place as the board 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.

      


      18. Special
        Meetings:

      


      The
        board
        may call a special meeting of shareholders at any time. 

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      19. Meeting
        by Electronic Means:

      

        (1) The
          board
          may in its sole discretion determine that any person entitled to attend
          a
          meeting of shareholders may participate in the meeting, in accordance with
          the
          regulations, if any, by means of a telephonic, electronic or other communication
          facility that permits all participants to communicate adequately with each
          other
          during the meeting. A person participating in such a meeting by such means
          is
          deemed to be present at the meeting.

      

      


      (2) If
        the
        directors of the Corporation call a meeting of shareholders pursuant to the
        Act,
        those directors may determine that the meeting shall be held, in accordance
        with
        the regulations, if any, entirely by means of a telephonic, electronic or
        other
        communication facility that permits all participants to communicate adequately
        with each other during the meeting.

      


      20. Notice
        of Meetings:

      


      Notice
        of
        the time and place of each meeting of shareholders shall be given not less
        than
        twenty-one days nor more than sixty days before the date of the
        meeting.

      


      21. Chairman,
        Secretary and Scrutineers:

      


      The
        chairman of any meeting of shareholders shall be the President, or, in his
        absence, the Chief Financial Officer or a Vice-President. If no such officer
        is
        present within fifteen minutes from the time fixed for holding the meeting,
        the
        persons present and entitled to vote shall choose one of their number to
        be
        chairman. If the Secretary of the Corporation 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 of the meeting.

      


      22. Quorum:

      


      A
        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 for a shareholder so entitled, and together holding
        or representing by proxy not less than a majority of the outstanding shares
        of
        the Corporation entitled to a vote at the meeting, which quorum shall be
        present
        throughout the meeting.

      


      23. 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.

      


      24. Votes
        to Govern:

      


      At
        any
        meeting of shareholders every question shall, unless otherwise required 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 poll, the chairman
        of
        the meeting shall be entitled to a second or casting vote.

      


      25. 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 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
        and
        an entry to that effect in the minutes of the meeting shall, in absence of
        evidence to the contrary, be proof 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.

      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      26. Ballots:

      


      On
        any
        question proposed for consideration at a meeting of shareholders, and whether
        or
        not a show of hands has been taken thereon, the chairman of the meeting may
        require or any shareholder or proxyholder entitled to vote at the meeting
        may
        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 articles, and the result of the ballot so taken shall be
        the
        decision of the shareholders upon the said question.

      


      27. Electronic
        Voting:

      


      The
        board
        may in its sole discretion determine that: 

      


      (a) a
        vote
        referred to in Section 25 of this by-law may be held, in accordance with
        the
        regulations, if any, entirely by means of a telephonic, electronic or other
        communication facility; or

      


      (b) any
        person participating in a meeting of shareholders under subsections 19(1)
        or (2)
        of this by-law and entitled to vote at that meeting may vote, in accordance
        with
        the regulations, if any, by means of the telephonic, electronic or other
        communication facility that the Corporation has made available for that
        purpose.

      


      28. Adjournment:

      


      The
        chairman at a meeting of shareholders may, with the consent of the meeting
        and
        subject to such conditions as the meeting may decide, 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.

      


      OFFICERS

      


      29. Officers:

      


      The
        officers of the Corporation shall be a President, a Chief Financial Officer,
        one
        or more Vice Presidents of whom one or more may be designated by the board
        as
        Senior Vice President or Executive Vice President, a Secretary, a Treasurer,
        a
        Controller, one or more Assistant Secretaries and one or more Assistant
        Treasurers. None of the officers except the President need be a member of
        the
        board.

      


      30. Appointment
        and Term of Office:

      


      The
        officers of the Corporation shall be appointed annually by the board at the
        first meeting of the board following its election, and thereafter as may
        be
        necessary or desirable. Each officer shall continue in office until his
        successor is appointed or until he has resigned and his resignation has become
        effective, or until he has been removed in the manner hereinafter
        provided.

      


      31. Removal:

      


      Any
        officer may be removed, either with or without cause, by the board or by
        any
        committee or officer upon whom such power of removal may be conferred by
        the
        board.

      


      32. Resignations,
        Vacancies:

      


      Any
        officer may resign at any time by giving written notice to the board, to
        the
        President or to the Secretary. Such resignation shall take effect at the
        date of
        the receipt of such notice or at any later time specified therein, and, unless
        otherwise specified therein, the acceptance of such resignation shall not
        be
        necessary to make it effective. A vacancy in any office because of death,
        resignation, removal, disqualification or any other cause may be filled for
        the
        unexpired portion of the term through appointment by the board.

      


      33. Salaries:

      


      The
        salaries of the officers shall be fixed from time to time by the board and
        no
        officer shall be prevented from receiving such salary by reason of the fact
        that
        he is also a director of the Corporation. Subject to the provisions of the
        Act,
        the board may from time to time delegate such power to one or more of the
        directors and officers of the Corporation as may be designated by the board
        to
        such extent and in such manner as the board shall determine at the time of
        each
        delegation.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      34. President:

      


      The
        President shall preside at all meetings of the shareholders at which he is
        present, and, in the absence of the chairman of the meetings of the board,
        shall
        preside at all meetings of the board at which he is present. The President
        shall
        be the Chief Executive Officer of the Corporation and shall have general
        direction of the business and affairs of the Corporation, subject to the
        control
        of the board and the provisions of the Act. The President shall have such
        other
        powers and duties as may from time to time be assigned to him by the board
        or as
        are incident to his office.

      


      35. Chief
        Financial Officer:

      


      The
        Chief
        Financial Officer shall be the principal financial officer of the Corporation
        and shall have such powers and duties as may from time to time be assigned
        to
        him by the board or the President.

      


      36. Vice-Presidents:

      


      Each
        Vice-President shall have such powers and duties as may from time to time
        be
        assigned to him by the board or by the President.

      


      37. Secretary:

      


      The
        Secretary shall have such powers and duties as are incident to the office
        of the
        Secretary and such other powers and duties as may from time to time be assigned
        to him by the board or the President.

      


      38. Assistant
        Secretaries:

      


      Each
        Assistant Secretary shall have such powers and duties as may from time to
        time
        be assigned to him by the board, the President or the Secretary.

      


      39. Treasurer:

      


      The
        Treasurer shall have such powers and duties as are incident to the office
        of the
        Treasurer and such other powers and duties as may from time to time be assigned
        to him by the board or the President.

      


      40. Assistant
        Treasurers:

      


      Each
        Assistant Treasurer shall have such powers and duties as may from time to
        time
        be assigned to him by the board, the President or the Treasurer.

      


      41. Controller:

      


      The
        Controller shall have such powers and duties as are incident to the office
        of
        the Controller and such other powers and duties as may from time to time
        be
        assigned to him by the board or the President.

      


      42. Additional
        Officers:

      


      The
        board
        may appoint additional officers and agents, each of whom shall hold office
        for
        such period, have such authority and perform such duties as the board may
        from
        time to time determine. The board may delegate to any officer the power to
        appoint, and to prescribe the authority and duties of, and to remove, any
        such
        additional officers and agents.

      


      43. Divisions:

      


      The
        President may create one or more divisions of the Corporation, or subdivisions
        thereof, to conduct the business and operations of the Corporation. The
        President may designate the name of the division or subdivision and appoint
        for
        each division or subdivision such officers as he considers appropriate,
        prescribing the powers and duties of the officers. The President may discontinue
        or consolidate a division or subdivision.

      


      
        
          
          

        

        
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      EXECUTION
        OF INSTRUMENTS

      


      44. Signing
        Officers:

      


      (1) Contracts,
        documents or other instruments in writing requiring the signature of the
        Corporation may be signed by (a) the President or any Vice-President in
        conjunction with the Secretary or the Treasurer or any Assistant Secretary
        or
        any Assistant Treasurer, or (b) the Chief Financial Officer in conjunction
        with
        the Secretary or any Assistant Secretary, and all contracts, documents and
        instruments in writing so signed shall be binding upon the Corporation without
        any further authorization or formality. The board may from time to time by
        resolution appoint any officer or officers, person or persons on behalf of
        the
        Corporation either to sign contracts, documents and instruments in writing
        generally or to sign specific contracts, documents or instruments in
        writing.

      


      (2) The
        corporate seal of the Corporation may, when required, be affixed to contracts,
        documents and instruments in writing signed as aforesaid or by any officer
        or
        officers, person or persons, appointed by resolution of the board.

      


      (3) In
        particular without limiting the generality of the foregoing, (a) the President
        or any Vice-President in conjunction with the Secretary or the Treasurer
        or any
        Assistant Secretary or any Assistant Treasurer, or (b) the Chief Financial
        Officer in conjunction with the Secretary or any Assistant Secretary, shall
        have
        authority from time to time to sell, assign, transfer, exchange, convert
        or
        convey any and all shares, stocks, bonds, debentures, rights, warrants or
        other
        securities at any time owned by or registered in the name of the Corporation
        and
        to sign and execute under the corporate seal of the Corporation or otherwise
        all
        assignments, transfers, conveyances, powers of attorney and all other
        instruments, if any, that may be necessary for the purpose of selling,
        assigning, transferring, exchanging, converting or conveying any such shares,
        stocks, bonds, debentures, rights, warrants or other securities.

      


      45. Execution
        of Powers of Attorney:

      


      The
        President or any Vice-President in conjunction with the Secretary or the
        Treasurer or any Assistant Secretary or any Assistant Treasurer, or the Chief
        Financial Officer in conjunction with the Secretary or any Assistant Secretary,
        shall have the authority for and on behalf of the Corporation to execute
        such
        powers of attorney appointing agents and attorneys with such powers as may
        be
        necessary or convenient to transact the business of the Corporation, including
        the power to accept service of process on behalf of the Corporation in any
        action instituted in connection with any document executed, act done or business
        transacted pursuant to any such power of attorney, with full power and authority
        to such agents and attorneys so appointed to substitute one or more persons
        with
        like full powers. All such powers of attorney so executed shall be binding
        upon
        the Corporation without any further authorization or formality, and the
        Corporation hereby ratifies and confirms whatever the President or any
        Vice-President and the Secretary, an Assistant Secretary, the Treasurer or
        an
        Assistant Treasurer, or the Chief Financial Officer and the Secretary or
        any
        Assistant Secretary, or agent or attorney or substitute or substitutes, may
        lawfully do by virtue of the authority hereby granted to them.

      


      46. Voting
        Shares and Securities in Other Bodies Corporate:

      


      All
        of
        the shares or other securities carrying voting rights of any other body
        corporate held from time to time by the Corporation may be voted at any and
        all
        meetings of shareholders or meetings of holders of other securities (as the
        case
        may be) of such other body corporate, and in such manner and by such person
        or
        persons as the board shall from time to time determine. In the absence of
        action
        by the board, the proper signing officers of the Corporation may from time
        to
        time execute and deliver for and on behalf of the Corporation instruments
        appointing proxyholders and arrange for the issuance of voting certificates
        and
        other evidence of the right to vote in such names and in such manner as they
        may
        determine.

      


      47. Additional
        Signing Officers:

      


      (1) The
        President in conjunction with the Secretary shall have the power to authorize
        any person or persons to sign under the corporate seal or otherwise contracts,
        documents and instruments in writing generally, or to sign specific contracts,
        documents or instruments in writing, if such power has been so delegated
        by the
        board.

      


      
        
          
          

        

        
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      (2) Any
        officer to whom the board has delegated the power to appoint additional officers
        and agents in pursuance of the provisions of Section 42 of this by-law shall
        have power from time to time to authorize any additional officers and agents
        so
        appointed to sign under the corporate seal or otherwise contracts, documents
        and
        instruments in writing generally, or to sign specific contracts, documents
        or
        instruments in writing.

      


      48. Cheques,
        Drafts, etc.:

      


      All
        cheques, drafts or other orders for the payment of money and all notes,
        acceptances and bills of exchange shall be signed by such officer or officers,
        person or persons, whether or not officers, and in such manner as the board
        may
        from time to time designate, or as may be designated by an officer of the
        Corporation pursuant to authority delegated to him, from time to time, by
        the
        board.

      


      SHARES
        AND TRANSFERS

      


      49. Allotment:

      


      The
        board
        may from time to time allot or grant options to purchase shares of the
        Corporation at such times and to such persons and for such consideration
        and on
        such terms and conditions as the board shall determine.

      


      50. Share
        Certificates:

      


      Every
        holder of one or more shares of the Corporation shall be entitled to a share
        certificate stating the number and class or series of shares held by him
        as
        shown on the securities register. Share certificates shall be in such form
        as
        the board shall from time to time approve. Any share certificate shall be
        signed
        in accordance with Section 44 of this by-law and need not be under the corporate
        seal; provided that 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 and/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.

      


      51. Replacement
        of Share Certificates:

      


      The
        board
        or any officer or agent designated by the board shall 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, if any, 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.

      


      52. 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 warrant issuable in respect of such share.

      


      53. 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 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.

      



      
        
          
          

        

        
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      DIVIDENDS
        AND FINANCIAL YEAR

      


      54. Dividends:

      


      Subject
        to the provisions of the Act and of the articles, 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 shares of the Corporation.

      


      55. 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 of which it
        has
        been declared and mailed by prepaid ordinary mail to such registered holder
        at
        his address as recorded in the securities register of the Corporation unless
        such holder otherwise directs. In the case of joint holders the cheque shall
        be
        made payable to the order of all of such joint holders and mailed to them
        at
        their recorded address or to the first of such recorded addresses if more
        than
        one of them is recorded. 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.

      


      56. 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.

      


      57. Unclaimed
        Dividends:

      


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

      


      58. Financial
        Year:

      


      Until
        otherwise ordered by the board, the financial year of the Corporation shall
        end
        on the 31st day of December in each year.

      


      DISCLOSURE
        OF INFORMATION

      


      59. Corporation’s
        Business:

      


      No
        shareholder shall be entitled to discovery of any information respecting
        any
        details or conduct of the Corporation’s business which, in the opinion of the
        board, is inexpedient in the interests of the Corporation to communicate
        to the
        public.

      


      60. Corporation’s
        Books:

      


      Shareholders
        and creditors, their personal representatives and the Director appointed
        under
        the Act may examine the records referred to hereunder during the usual business
        hours of the Corporation, and may take extracts from the records, free of
        charge. Any other person may do so upon payment of a reasonable
        fee:

      


      (a) the
        articles and the by-laws, and all amendments thereto; 

      


      (b) minutes
        of shareholders’ meetings and resolutions of shareholders; 

      


      (c) copies
        of
        notices filed under the Act respecting change of directors; and

      


      (d) the
        securities register, subject to the provisions of the Act. 

      



      
        
          
          

        

        
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      61. Admission
        to Meetings:

      


      The
        only
        persons entitled to attend 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 the Act or
        the
        by-laws of the Corporation 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.

      


      NOTICES

      


      62. Method
        of Giving Notice:

      


      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,
        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 or if provided in the form
        of an
        electronic document so long as the shareholder, director, officer, auditor
        or
        member of a committee of the board has consented to receive the notice in
        such
        form. 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; 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; and a notice so sent in the form of an electronic document shall
        be
        deemed to have been given when transmitted. The Secretary may change or cause
        to
        be changed the recorded address of any shareholder, director, officer or
        auditor
        in accordance with any information believed by him to be reliable.

      


      63. Signature
        to Notices:

      


      The
        signature to any notice to be given by the Corporation or any officer may
        be
        written, stamped, typewritten or printed, or partly written, stamped,
        typewritten or printed.

      


      64. Notice
        to Joint Shareholders:

      


      All
        notices with respect to any shares registered in more than one name may,
        if more
        than one address is recorded on the books of the Corporation in respect of
        such
        joint holding, be given to such joint shareholders at the first address so
        recorded, and notice so given shall be sufficient notice to all the holders
        of
        such shares.

      


      65. 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.

      


      66. 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.

      


      67. 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.

      



      
        
          
          

        

        
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      68. 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, the articles, the by-laws or otherwise and such
        waiver or abridgement, whether given before or after the meeting or other
        event
        of which notice is required to be given, shall cure any default in the giving
        or
        in the time of such notice, as the case may be. Any such waiver or abridgement
        shall be in writing except a waiver of notice of a meeting of shareholders
        or of
        the board or of a committee of the board which may be given in any
        manner.

      


      BORROWING
        AND SECURITIES

      


      69. Borrowing
        Power:

      


      (1) Without
        limiting the borrowing powers of the Corporation as set forth in the Act,
        the
        board may from time to time:

      


      (a) borrow
        money on the credit of the Corporation; 

      


      (b) issue,
        reissue, sell, pledge or hypothecate debt obligations of the
        Corporation;

      


      (c) mortgage,
        hypothecate, pledge or otherwise create a security interest in all or any
        property of the Corporation, owned or subsequently acquired, and to secure
        any
        obligation of the Corporation; and

      


      (d) give
        a
        guarantee on behalf of the Corporation to secure performance of any obligation
        of any person.

      


      (2) Subject
        to the provisions of the Act, the board may from time to time delegate all
        or
        any of the powers conferred on the board as set out above to one or more
        directors or officers of the Corporation, as the board may designate, to
        such
        extent and in such manner as the board shall determine at the time of each
        such
        delegation.

      


      EFFECTIVE
        DATE AND REPEAL

      


      70. Effective
        Date:

      


      Subject
        to its being sanctioned by the shareholders, this by-law shall be effective
        as
        of March 13, 2003 being the date of the board resolution which enacted this
        by-law.

      


      71. Repeal:

      


      By-law
        55
        of the Corporation is repealed as of the effective date of this by-law provided
        that such repeal shall not affect the previous operation of By-law 55 or
        affect
        the validity of any act done or right, privilege, obligation or liability
        acquired or incurred under or the validity of any contract or agreement made
        pursuant to By-law 55 prior to its repeal. All officers and persons acting
        under
        By-law 55 shall continue to act as if appointed under the provisions of this
        by-law and all resolutions of the shareholders or board with continuing effect
        passed under By-law 55 shall continue good and valid except to the extent
        inconsistent with this by-law and until amended or repealed.

       

      ENACTED
        by the board the 13th day of March, 2003.                 “T.W.
        Faithfull”    

      T.W.
        Faithfull

      President

       

      
         

                                                  “H.W.
          Lemieux”    

        H.W.
          Lemieux

        Secretary

         

      

      CONFIRMED
        by the shareholders the 24th day of April,
        2003.                                          “H.W.
        Lemieux”    

      H.W.
        Lemieux

      Secretary

                                                               


       

      
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