HudBay Minerals Inc.: Exhibit 4.2 - Filed by newsfilecorp.com






HUDBAY MINERALS INC. BY-LAW NUMBER 1 

BY-LAW NO. 1 

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


HUDBAY MINERALS INC. 

CONTENTS 


	Part One 	- 	Interpretation 
	 	 	 
	Part Two 	- 	Business of the 
Corporation 
	 	 	 
	Part Three 	- 	Directors 
	 	 	 
	Part Four 	- 	Meetings of Directors 
	 	 	 
	Part Five 	- 	Committees 
	 	 	 
	Part Six 	- 	Officers 
	 	 	 
	Part Seven 	- 	Protection of Directors, 
	  	  	Officers and Others 
	 	 	 
	Part Eight 	- 	Shares 
	 	 	 
	Part Nine 	- 	Dividends and Rights 
	 	 	 
	Part Ten 	- 	Meetings of Shareholders 
	 	 	 
	Part Eleven 	- 	Notices 
	 	 	 
	Part Twelve 	- 	Effective Date 



BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of HudBay
Minerals Inc. (hereinafter called the "Corporation") as follows: 

PART ONE 

INTERPRETATION 

	1.01 	
      Definitions 



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




- 2 - 

		- 	"Act" means the Canada Business
      Corporations Act, R.S.C., 1985, c. C-44, as from time to time amended, and
      every statute that may be substituted therefor and, in the case of such
      amendment or substitution, any reference in the by-laws of the Corporation
      shall be read as referring to the amended or substituted provisions
      therefor: 
	 	 	
	 	-  	"board" means the board of directors
      of the Corporation; 
	 	 	
	 	-  	"by-laws" means any by-law of the
      Corporation from time to time in force and effect; 
	 	 	
		- 	"meeting of shareholders" includes
      an annual meeting of shareholders and a special meeting of shareholders:
    
	 	 	
		- 	"non-business day" means Saturday,
      Sunday and any other day that is a holiday as defined in the
      Interpretation Act (Canada); 
	 	 	
		- 	"recorded address" means in the case
      of a shareholder, his address as recorded in the securities register; and
      in the case of joint shareholders, the address appearing in the securities
      register in respect of such joint holding, or the first address so
      appearing if there are more than one; and in the case of a director,
      officer, auditor or member of a committee of the board, his latest address
      as recorded in the records of the Corporation; 
	 	 	
		- 	"signing officer" means, in relation
      to any instrument, any person authorized to sign the same on behalf of the
      Corporation by section 2.04 or by a resolution passed pursuant thereto;
  
	 	 	
		- 	"special meeting of shareholders"
      includes a meeting of any class or classes of shareholders, and means a
      special meeting of all shareholders entitled to vote at an annual meeting
      of shareholders: 
	 	 	
		- 	all terms contained in the by-laws
      which are defined in the Act shall have the meanings given to such terms
      in the Act; 
	 	 	
		- 	words importing the singular number
      only shall include the plural and vice-versa; words importing the
      masculine gender shall include the feminine and neuter genders; words
      importing persons shall include bodies corporate, partnerships,
      syndicates, trusts and any number or aggregate of persons; and 
	 	 	
		- 	the headings used in the by-laws are
      inserted for reference purposes only, and are not to be considered or
      taken into account in construing the terms or provisions thereof, or to be
      deemed in any way to clarify, modify or explain the effect of any such
      terms or provisions. 


PART TWO 

BUSINESS OF THE CORPORATION 

	2.01 	
      Registered Office 



Unless changed in accordance with the Act, the registered
office of the Corporation shall be at the place within Canada from time to time
specified in the articles and at such address therein as the directors may from
time to time determine. 




- 3 - 

	2.02 	
      Corporate Seal 



The corporate seal of the Corporation shall be in such form
as the directors may by resolution adopt from time to time. 

	2.03 	
      Financial Year 



The first financial period of the Corporation and
thereafter the fiscal year of the Corporation shall terminate on such date as
the directors may by resolution determine. 

	2.04 	
      Execution of Contracts, Etc.




Subject to section 2.06, contracts, documents or
instruments in writing requiring the signature of the Corporation may be signed
on behalf of the Corporation, when only one person is elected or appointed as an
officer and as the director of the Corporation, by that person and, when two or
more persons are elected or appointed as an officer or as a director of the
Corporation, by any one director or any one person holding the office of
chairman or co-chairman of the board, managing director, president, chief
executive officer, chief operating officer, chief financial officer,
vice-president, general manager, secretary, treasurer, controller, assistant
secretary, assistant treasurer or any other office the holder of which has been
designated as a signing officer by the directors. The directors are authorized
from time to time by resolution to appoint any officer or officers or any other
person or persons on behalf of the Corporation either to sign contracts,
documents or instruments in writing generally or to sign specific contracts,
documents or instruments in writing. 

The signature or signatures of any officer or director of
the Corporation and of any officer or officers, person or persons appointed as
aforesaid by resolution of the directors may, if specifically authorized by
resolution of the directors, be printed, engraved, lithographed or otherwise
mechanically reproduced upon all contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation executed or issued
by or on behalf of the Corporation, and all contracts, documents or instruments
in writing or securities of the Corporation on which the signature or signatures
of any of the foregoing officers, directors or persons shall be so reproduced,
as authorized by resolution of the directors, shall be deemed to have been
manually signed by such officers, directors or persons whose signature or
signatures is or are so reproduced, and shall be as valid to all intents and
purposes as if they had been signed manually, and notwithstanding that the
officers, directors or persons whose signature or signatures is or are so
reproduced may have ceased to hold office at the date of the delivery or issue
of such contracts, documents or instruments in writing or securities of the
Corporation. 

The corporate seal of the Corporation may, when required,
be affixed to contracts, documents or instruments in writing signed as aforesaid
or by an officer or officers, person or persons appointed as aforesaid by
resolution of the board of directors, although a document is not invalid merely
because a corporate seal is not affixed thereto. 

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




- 4 - 

	2.05 	
      Banking Arrangements 



The banking business of the Corporation including, without
limitation, the borrowing of money and the giving of security therefor, shall be
transacted with such banks, trust companies or other bodies corporate or
organizations as may from time to time be designated by or under the authority
of the directors. Such banking business or any part thereof shall be transacted
under such agreements, instructions and delegations of powers as the directors
may from time to time prescribe or authorize. 

	2.06 	
      Cheques, Drafts, Notes, Etc.




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

	2.07 	
      Custody of Securities 



All securities (including certificates, warrants or other
evidences of conversion privileges, options or rights to acquire securities)
owned by the Corporation shall be lodged in the name of the Corporation with a
chartered bank or a trust company or in a safety deposit box or, if so
authorized by resolution of the directors, with such other depositaries or in
such other manner as may be determined from time to time by the directors. All
securities (including warrants) belonging to the Corporation may be issued and
held in the name of a nominee or nominees of the Corporation (and if issued or
held in the names of more than one nominee shall be held in the names of the
nominees jointly with right of survivorship), and shall be endorsed in blank
with endorsement guaranteed in order to enable transfer thereof to be completed
and registration thereof to be effected. 

	2.08 	
      Voting Securities in Other Bodies Corporate
  



The signing officers of the Corporation may execute and
deliver proxies and arrange for the issuance of voting certificates or other
evidence of the right to exercise the voting rights attaching to any securities
held by the Corporation. Such instruments shall be in favour of such persons as
may be determined by the said signing officers executing or arranging for the
same. In addition, the directors may from time to time direct the manner in
which and the persons by whom any particular voting rights or class of voting
rights may or shall be exercised. 

PART THREE 

DIRECTORS 

	3.01 	
      Number of Directors 



Until changed in accordance with the Act, the board shall
consist of not fewer than the minimum number and not more than the maximum
number of directors provided in the articles. 

	3.02 	
      Qualification 



Every director shall be an individual eighteen (18) or more
years of age, and no one who is of unsound mind and has been so found by a court
in Canada or elsewhere, or who has the status of a bankrupt shall be a director.
Unless the articles otherwise provide, a director need not be a shareholder.




- 5 - 

At least twenty-five per cent of the directors of the
Corporation must be resident Canadians. If at any time the Corporation has less
than four directors, at least one director must be a resident Canadian. 

	3.03 	
      Term of Office 



A director's term of office (subject to the provisions, if
any, of the Corporation's articles, and subject to his election for an expressly
stated term) shall be from the date of the meeting at which he is elected or
appointed until the close of the annual meeting next following, or until his
successor is elected or appointed. 

	3.04 	
      Election and Removal 



Directors shall be elected by the shareholders in a meeting
on a show of hands unless a poll is demanded, and if a poll is demanded, such
election shall be by ballot. The number of directors to be elected at any such
meeting shall be the number of directors then in office unless the directors or
the shareholders otherwise determine. Except for those directors elected for an
expressly stated term, all the directors then in office shall cease to hold
office at the close of a meeting of shareholders at which directors are elected
but, if qualified, are eligible for re-election. If a meeting of the
shareholders of the Corporation fails to elect the number or the minimum number
of directors required by the articles by reason of the disqualification,
incapacity or the death of any candidates, the directors elected at that meeting
may exercise all the powers of the directors if the number of directors so
elected constitutes a quorum. Subject to subsection 2 of section 109 of the Act,
the shareholders of the Corporation may, by ordinary resolution at a special
meeting, remove any director before the expiration of his term of office, in
which case the director so removed shall vacate office forthwith upon the
passing of the resolution for his removal, and may, by a majority of the votes
cast at the meeting, elect any person in his stead for the remainder of his
term. 

	3.05 	
      Vacation of Office 



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


	 	(a) 	
      he dies:

	 	 	 
	 	(b) 	
      he is removed from office by the shareholders;

	 	 	 
	 	(c) 	
      he becomes bankrupt;

	 	 	 
	 	(d) 	
      he is found by a court in Canada or elsewhere to be of
      unsound mind; or

	 	 	 
	 	(e) 	
      his written resignation is received by the Corporation,
      or if a time is specified in such resignation, at the time so specified,
      whichever is later.




	3.06 	
      Vacancies 



Subject to the Act, where a vacancy occurs in the board,
except a vacancy resulting from an increase in the number or minimum number of
directors or from failure to elect the number or minimum number of directors
required by the articles, and a quorum of directors remains in office, the
directors then in office (even though twenty-five per cent of such
directors are not resident Canadians) may appoint a person to fill the vacancy
for the remainder of the term. If there is not then a quorum of directors or if
there has been a failure to elect the number or minimum number of directors
required by the articles, the directors then in office shall forthwith call a
special meeting of shareholders to fill the vacancy and, if they fail to do so or if there are no directors
then in office, the meeting may be called by any shareholder. 




- 6 - 

	3.07 	
      Action by Directors 



Subject to any unanimous shareholder agreement, the
directors shall manage the business and affairs of the Corporation, and may
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation and are not by the Act, the articles, the by-laws, any
special resolution of the Corporation, a unanimous shareholder agreement or by
statute expressly directed or required to be done in some other manner. 

	3.08 	
      Canadian Directors Present at Meetings
  



The directors shall not transact business at a meeting
unless at least twenty-five per cent of the directors present are resident
Canadians or, if the Corporation has less than four directors, at least one of
the directors present is a resident Canadian, except where: 

	 	(a) 	
      a resident Canadian director who is unable to be present
      approves in writing or by telephonic, electronic or other communication
      facility, the business transacted at the meeting; and

	 	 	 
	 	(b) 	
      the required number of resident Canadian directors would
      have been present had that director been present at the
  meeting.




	3.09 	
      Duties 



Every director and officer of the Corporation in exercising
his powers and discharging his duties shall: 

	 	(a) 	
      act honestly and in good faith with a view to the best
      interest of the Corporation; and

	 	 	 
	 	(b) 	
      exercise the care, diligence and skill that a reasonably
      prudent person would exercise in comparable
  circumstances.




	3.10 	
      Validity of Acts 



An act by a director or officer is valid notwithstanding an
irregularity in his election or appointment or a defect in his qualification.


	3.11 	
      Remuneration and Expenses 



Subject to any unanimous shareholder agreement, the
remuneration to be paid to the directors shall be such as the directors shall
from time to time determine. The directors may also by resolution award special
remuneration to any director in undertaking any special services on the
Corporation's behalf other than the routine work ordinarily required of a
director of a Corporation. The confirmation of any such resolution or
resolutions by the shareholders shall not be required. The directors shall also
be entitled to be paid their travelling and other expenses properly incurred by
them in connection with the affairs of the Corporation. 




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PART FOUR 

MEETINGS OF DIRECTORS 

	4.01 	
      Calling of Meetings 



Meetings of the directors shall be held from time to time
at such place as the chairman of the board (if any), the president or
vice-president who is a director or any two directors may determine and the
secretary shall, upon direction of any of the foregoing, convene a meeting of
directors. 

	4.02 	
      Place of Meeting 



Meetings of directors or of any committee of directors may
be held at any place in or outside Canada. 

	4.03 	
      Notice 



Notice of the time and place for the holding of any such
meeting shall be delivered, mailed, or sent by telefacsimile or other electronic
means to each director not less than two days (exclusive of the day on which the
notice is delivered, mailed, or sent by telefacsimile or other electronic means,
but inclusive of the day for which notice is given) before the date of the
meeting; provided that meetings of the directors or of any committee of
directors may be held at any time without formal notice if all the directors are
present (except where a director attends a meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called) or if all absent directors have waived notice. Notice of
any meeting of directors or of any committee of directors or any irregularity in
any meeting or the notice thereof may be waived by any director in writing or by
telefacsimile or other electronic means addressed to the Corporation or in any
other manner, and such waiver may be validly given either before or after the
meeting to which such waiver relates. A notice of meeting of directors or of any
committee of directors need not specify the purpose of or the business to be
transacted at the meeting except where the Act requires such purpose or business
to be specified, including any proposal to: 

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

	 	 	 
	 	(b) 	
      fill a vacancy among the directors or in the office of
      auditors of the Corporation;

	 	 	 
	 	(c) 	
      issue securities of the Corporation;

	 	 	 
	 	(d) 	
      declare dividends;

	 	 	 
	 	(e) 	
      purchase, redeem or otherwise acquire shares of the
      Corporation;

	 	 	 
	 	(f) 	
      pay a commission for the sale of shares;

	 	 	 
	 	(g) 	
      approve a management proxy circular;

	 	 	 
	 	(h) 	
      approve a takeover bid circular or directors'
      circular;

	 	 	 
	 	(i) 	
      approve any annual financial statements;
  or







- 8 - 

	 	(j) 	
      adopt, amend or repeal
by-laws.




	4.04 	
      Quorum 



Subject to section 3.08, the quorum for the transaction of
business at any meeting of the directors shall consist of a majority of the
directors then in office and, notwithstanding any vacancy among the directors, a
quorum of directors may exercise all the powers of the directors. 

	4.05 	
      First Meeting of the New Board




For the first meeting of directors to be held following the
election of directors at an annual or special meeting of the shareholders, or
for a meeting of directors at which a director is appointed to fill a vacancy in
the board, no notice of such meeting need be given to the newly elected or
appointed director or directors in order for the meeting to be duly constituted,
provided a quorum of the directors is present. 

	4.06 	
      Adjournment 



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

	4.07 	
      Telephone Participation 



Where all directors have consented thereto (either before
or after the meeting), a director may participate in a meeting of directors or
of any committee of directors by means of such telephone or other communications
facilities as permit all persons participating in the meeting to hear each
other, and a director participating in a meeting by such means shall be deemed
to be present at that meeting. 

	4.08 	
      Regular Meetings 



The directors may appoint a day or days in any month or
months for regular meetings of the directors at a place and hour to be named. A
copy of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified. 

	4.09 	
      Chairman 



The chairman of any meeting of the directors shall be the
first mentioned of such of the following officers as have been appointed and who
is a director and is present at the meeting: chairman of the board, managing
director, president, or a vice-president. If no such officer is present, the
directors present shall choose one of their number to be chairman. 




- 9 - 

	4.10 	
      Votes to Govern 



All questions arising at any meeting of directors 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 not have a second or casting
vote. 

	4.11 	
      Resolution in Lieu of Meeting




A resolution in writing signed by all the directors
entitled to vote on that resolution at a meeting of directors or committee of
directors is as valid as if it had been passed at a meeting of directors or
committee of directors. A copy of every such resolution shall be kept with the
minutes of the proceedings of the directors or committee of directors. 

	4.12 	
      One Director Meeting 



If the Corporation has only one director, that director may
constitute a meeting. 

PART FIVE 

COMMITTEES 

	5.01 	
      Committees of Directors 



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

	5.02 	
      Transaction of Business 



Subject to the provisions of section 4.07, the powers of
such committee or committees of directors may be exercised by a meeting at which
a quorum is present or by resolution in writing signed by all the members of
such committee who would have been entitled to vote on that resolution at a
meeting of the committee. Meetings of such committee may be held at any place in
or outside Canada. 

	5.03 	
      Advisory Bodies 



The directors may from time to time appoint advisory bodies
as they may deem advisable. 

	5.04 	
      Procedure 



Unless otherwise determined by the directors, 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. 




- 10 - 

PART SIX 

OFFICERS 

	6.01 	
      Appointment of Officers 



The directors shall annually or as often as may be required
appoint a president and a secretary, and if deemed advisable, may annually or as
often as may be required appoint one or more vice-presidents, (to which title
may be words added indicating seniority or function), a treasurer, and such
other officers as the directors may determine, including one or more assistants
to any one of the officers so appointed. Subject to sections 6.02 and 6.03, an
officer may but need not be a director, and one person may hold more than one
office. In case and whenever the same person holds the offices of secretary and
treasurer, he may but need not be known as the secretary-treasurer. The
directors may from time to time appoint such other officers, employees and
agents as they shall deem necessary who shall have such authority and shall
perform such functions and duties as may from time to time be prescribed by
resolution of the directors. 

	6.02 	
      Chairman of the Board 



The board may from time to time appoint a chairman of the
board who shall be a director. If appointed, the directors may assign to him any
of the powers and duties that are by any provisions of this by-law assigned to
the managing director or to the president; and he shall, subject to the
provisions of the Act, have such other powers and duties as the directors may
specify. During the absence or disability of the chairman of the board, his
duties shall be performed and his powers exercised by the managing director, if
any, or by the president. 

	6.03 	
      Managing Director 



The directors may from time to time appoint from their
number a managing director who is a resident Canadian, and may delegate to the
managing director any of the powers of the directors subject to the Act. A
managing director shall conform to all lawful orders given to him by the
directors of the Corporation, and shall at all reasonable times give to the
directors or any of them all information they may require regarding the affairs
of the Corporation. 

	6.04 	
      President 



The president may be the chief executive officer of the
Corporation, and shall exercise general supervision over the business and
affairs of the Corporation. In the absence of the chairman of the board and
managing director, if any, and if the president is also a director of the
Corporation, the president shall, when present, preside at all meetings of the
directors, any committee of the directors and shareholders; he shall sign such
contracts, documents or instruments in writing as require his signature, and
shall have such other powers and shall perform such other duties as may from
time to time be assigned to him by resolution of the directors or as are
incident to his office. 

	6.05 	
      Vice-President 



The vice-president or, if more than one, the
vice-presidents in order of seniority, shall be vested with all the powers and
shall perform all the duties of the president in the absence or inability or
refusal to act of the president, provided, however, that a vice-president who is
not a director shall not preside as chairman at any meeting of directors or
shareholders. The vice-president or, if more than one, the vice-presidents in
order of seniority, shall sign such contracts, documents or instruments in
writing as require his or their signatures and shall also have such other
powers and duties as may from time to time be assigned to him or them by
resolution of the directors. 




- 11 - 

	6.06 	
      Secretary 



The secretary shall give or cause to be given notices for
all meetings of the directors and any committee of the directors and
shareholders when directed to do so, and shall have charge of the minute books
of the Corporation and, subject to the provisions of section 8.03 hereof, of the
documents and registers required by the Act. He shall sign such contracts,
documents or instruments in writing as require his signature, and shall have
such other powers and duties as may from time to time be assigned to him by
resolution of the directors, or as are incident to his office. 

	6.07 	
      Treasurer 



Subject to the provisions of any resolution of the
directors, the treasurer shall have the care and custody of all the funds and
securities of the Corporation, and shall deposit the same in the name of the
Corporation in such bank or banks or with such other depositary or depositaries
as the directors may by resolution direct. He shall prepare and maintain proper
accounting records in compliance with the Act. He shall render to the directors
whenever required an account of all his transactions as treasurer and of the
financial position of the Corporation. He shall sign such contracts, documents
or instruments in writing as require his signature, and shall have such other
powers and duties as may from time to time be assigned to him by resolution of
the directors or as are incident to his office. 

	6.08 	
      Powers and Duties of Other Officers
  



The powers and duties of all other officers shall be such
as the terms of their engagement call for or as the directors or the chief
executive officer may specify. Any of the powers and duties of an officer to
whom an assistant has been appointed may be exercised and performed by such
assistant, unless the board or the chief executive officer otherwise directs.


	6.09 	
      Duties of Officers May Be Delegated
  



In case of the absence or inability or refusal to act of
any officer of the Corporation or for any other reason that the directors may
deem sufficient, the directors may delegate all or any of the powers of such
officer to any other officer or to any director for the time being. 

	6.10 	
      Term of Office 



All officers in the absence of agreement to the contrary,
shall be subject to removal by resolution of the directors at any time, with or
without cause. Otherwise, each officer appointed by the directors shall hold
office until his successor is appointed. 

	6.11 	
      Variation of Powers and Duties




The directors may from time to time and subject to the
provisions of the Act, vary, add to or limit the powers and duties of any
officer. 

	6.12 	
      Terms of Employment and Remuneration
  



The terms of employment and remuneration of all officers
appointed by the board, including the chairman of the board, if any, and the
president shall be determined from time to time by resolution of the board. The fact that any officer or employee
is a director or shareholder shall not disqualify him from receiving such
remuneration as may be determined. 




- 12 - 

	6.13 	
      Conflict of Interest 



An officer shall disclose his interest in any material
contract or proposed material contract with the Corporation in accordance with
section 7.04. 

	6.14 	
      Fidelity Bonds 



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

	6.15 	
      Vacancies 



If the office of chairman, managing director, president,
vice-president, secretary, treasurer, or any other office created by the
directors pursuant to section 6.08 hereof shall be or become vacant by reason of
death, resignation or in any other manner whatsoever, the directors shall in the
case of the president or the secretary and may in the case of any other officer
appoint an officer to fill such vacancy. 

	6.16 	
      Other Officers 



The duties of all other officers of the Corporation shall
be such as the terms of their engagement call for or the board requires of them.
Any of the powers and duties of an officer to whom an assistant has been
appointed may be exercised and performed by such assistant, unless the board
otherwise directs. 

PART SEVEN 

PROTECTION OF DIRECTORS AND OFFICERS 

	7.01 	
      Limitation of Liability 



No director or officer for the time being of the
Corporation shall be liable for the acts, receipts, neglects or defaults of any
other director or officer or employee or for joining in any receipt or act for
conformity, or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired by the
Corporation or 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 or belonging to
the Corporation shall be placed out or invested, or for any loss or damage
arising from the bankruptcy, insolvency or tortious act of any person, including
any person with whom or which any moneys, securities or effects shall be lodged
or deposited, or for any loss, conversion, misapplication or misappropriation of
or any damage resulting from any dealings with any moneys, securities or other
assets belonging to the Corporation or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his office or in
relation thereto, unless the same shall happen by or through his failure to
exercise his powers and to discharge his duties honestly, in good faith with a
view to the best interests of the Corporation, and in connection therewith to
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances, provided that nothing herein contained shall relieve a director or officer
from the duty to act in accordance with the Act and regulations made thereunder,
or relieve him from liability for a breach thereof. The directors for the time
being of the Corporation shall not be under any duty or responsibility in
respect of any contract, act or transaction whether or not made, done or entered
into in the name or on behalf of the Corporation, except such as shall have been
submitted to and authorized or approved by the board of directors. 




- 13 - 

	7.02 	
      Indemnity 



Subject to the Act, the Corporation shall indemnify a
director or officer of the Corporation, a former director or officer of the
Corporation or another individual who acts or acted at the Corporation's request
as a director or officer, or an 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 to which the individual is involved because of that association
with the Corporation or other entity, if: 

	 	(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
      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.




	7.03 	
      Insurance 



Subject to the Act, the Corporation may purchase and
maintain insurance for the benefit of any person referred to in section 7.02
against any liability incurred by him in his capacity as a director or officer
of the Corporation or of another body corporate at the Corporation's request.


	7.04 	
      Conflict of Interest 



A director or officer who is a party to, or who is a
director or officer of or has a material interest in any material contract with
the Corporation shall disclose the nature and extent of his interest at the time
and in the manner provided by the Act. Any such contract or proposed contract
shall be referred to the directors or shareholders for approval even if such
contract is one that in the ordinary course of the Corporation's business would
not require approval by the directors or shareholders, and a director interested
in a contract so referred to the board shall not vote on any resolution to
approve the same except as provided by the Act. 

	7.05 	
      Submission of Contracts or
Transactions to
      Shareholders for Approval 



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




- 14 - 

PART EIGHT 

SHARES 

	8.01 	
      Allotment 



Subject to the Act, the articles of the Corporation and any
unanimous shareholder agreement, the directors may from time to time allot, or
grant options to purchase, the whole or any part of the authorized and unissued
shares of the Corporation at such times and to such persons and for such
consideration as the directors may determine, provided that no share shall be
issued until it is fully paid as provided by the Act. 

	8.02 	
      Commissions 



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

	8.03 	
      Transfer Agents and Registrars




The directors may from time to time appoint a registrar to
maintain the securities register and a transfer agent to maintain the register
of transfers and may also appoint one or more branch registrars to maintain
branch securities registers and one or more branch transfer agents to maintain
branch registers of transfers, but one person may be appointed both registrar
and transfer agent. The directors may at any time terminate any such
appointment. 

	8.04 	
      Share Certificates 



Every holder of one or more shares of the Corporation shall
be entitled, at his option, to a share certificate, or to a non-transferrable
written acknowledgement of his right to obtain a share certificate, stating the
number and class or series of shares held by him as shown on the securities
register. Share certificates and acknowledgements of a shareholder's right to a
share certificate shall be in such form as the directors shall from time to time
approve. Any share certificate shall be signed in accordance with section 2.04;
it need not be under the corporate seal. The signature of one of the signing
officers may be printed or mechanically reproduced in facsimile upon share
certificates; the other officer must sign manually. Every such facsimile
signature shall for all purposes be deemed to be a signature binding upon the
Corporation. Unless the directors otherwise determine, certificates representing
shares in respect of which a transfer agent or registrar, as the case may be,
has been appointed shall not be valid unless countersigned manually by or on
behalf of such transfer agent or registrar. In the case of share certificates
which are not valid unless countersigned manually by or on behalf of a transfer
agent or registrar, the signature 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 a signature binding
upon the Corporation. Notwithstanding any change in the persons holding office
between the time of signing and the issuance of any certificate, and
notwithstanding that a person may not have held office at the date of issuance
of such certificate, any such certificate so signed shall be valid and binding
upon the Corporation. 




- 15 - 

	8.05 	
      Registration of Transfer 



Subject to the Act, a transfer of shares shall not be
registered in a securities register except upon presentation of the certificate
representing such shares with a transfer endorsed thereon, or delivered
therewith, duly executed by the registered holder or by his attorney, fiduciary
or agent duly appointed, together with such reasonable assurance that the
endorsement is genuine and effective as the directors may from time to time
prescribe, upon payment of all applicable taxes and any reasonable fees
prescribed by the directors, upon compliance with such restrictions on transfer
as are authorized by the articles, and upon satisfaction of any lien referred to
in section 8.10. 

	8.06 	
      Non-Recognition of Trusts 



Subject to the Act, the Corporation may treat the
registered holder of any share as the person exclusively entitled to vote, to
receive notices, to receive any dividend or other payments in respect of the
share, and otherwise to exercise all the rights and powers of an owner of the
share. 

	8.07 	
      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. 

	8.08 	
      Deceased Shareholders 



In the event of the death of a holder, or of one of the
joint holders, of any share, the Corporation shall not be required to make any
entry in the securities register in respect thereof or to make dividends or
other payments in respect thereon 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. 

	8.09 	
      Replacement of Share Certificates
  



The directors or any officer or agent designated by the
directors may in their 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 reasonable fee, and on
such terms as to indemnity, reimbursement of expenses and evidence of loss and
of title as the directors may from time to time prescribe, whether generally or
in any particular case. 

	8.10 	
      Lien for Indebtedness 



If the articles provide that the Corporation shall have a
lien on shares registered in the name of a shareholder indebted to the
Corporation, such lien may be enforced, subject to the articles and to any
unanimous shareholder agreement, by the sale of the shares thereby affected or
by any other action, suit, remedy or proceeding authorized or permitted by law
or by equity and, pending such enforcement, may refuse to register a transfer of
the whole or any part of such shares. 




- 16 - 

PART NINE 

DIVIDENDS AND RIGHTS 

	9.01 	
      Dividends 



Subject to the Act, the directors may from time to time
declare dividends payable to the shareholders according to their respective
rights and interests in the Corporation. Dividends may be paid in money or
property or by issuing fully paid shares of the Corporation. 

	9.02 	
      Dividend Cheques 



A dividend payable in money shall be paid by cheque drawn
on the Corporation's bankers or one of them to the order of each registered
holder of shares of the class or series in respect of which it has been declared
and mailed by prepaid ordinary mail to such registered holder at his recorded
address, unless such holder otherwise directs. In the case of joint holders the
cheque shall, unless such joint holders otherwise direct, be made payable to the
order of all of such joint holders and mailed to them at their recorded address.
The mailing of such cheque as aforesaid, unless the same is not paid on due
presentation, shall satisfy and discharge the liability for the dividend to the
extent of the sum represented thereby plus the amount of any tax which the
Corporation is required to and does withhold. 

	9.03 	
      Non-Receipt of Cheques 



In the event of non-receipt of any dividend cheque by the
person to whom it is sent as aforesaid, the Corporation shall issue to such
person a replacement cheque for a like amount on such terms as to indemnity,
reimbursement of expenses and evidence of non-receipt and of title as the
directors may from time to time prescribe, whether generally or in any
particular case. 

	9.04 	
      Record Date for Dividends and Rights
  



The directors may fix in advance a date, preceding by not
more than 50 days the date for the payment of any dividend or the date for the
issue of any warrant or other evidence of right to subscribe for securities of
the Corporation, as a record date for the determination of the persons entitled
to receive payment for such dividend or to exercise the right to subscribe for
such securities, and notice of any such record date shall be given not less than
7 days before such record date by newspaper advertisement in the manner provided
in the Act unless notice of the record date is waived in writing by every holder
of a share of a class or series affected whose name is set out in the securities
register at the close of business on the day the directors fix the record date.
If no record date is so fixed, the record date for the determination of the
persons entitled to receive payment of any dividend or to exercise the right to
subscribe for securities of the Corporation shall be at the close of business on
the day on which the resolution relating to such dividend or right to subscribe
is passed by the directors. 

	9.05 	
      Unclaimed Dividends 



Any dividend unclaimed after a period of 6 years from the
date on which the same has been declared to be payable shall be forfeited and
shall revert to the Corporation. 




- 17 - 

PART TEN 

MEETINGS OF SHAREHOLDERS 

	10.01 	
      Annual Meetings 



The annual meeting of shareholders shall be held at such
time in each year and, subject to section 10.03, at such place as the directors,
the chairman of the board, the managing director or the president may from time
to time determine, for the purpose of considering the financial statements and
reports required by the Act to be placed before the annual meeting, electing
directors, appointing auditors and for the transaction of such other business as
may properly be brought before the meeting. 

	10.02 	
      Special Meetings 



The directors, the chairman of the board, the managing
director or the president shall have power to call a special meeting of
shareholders at any time. 

	10.03 	
      Place of Meetings 



Meetings of shareholders shall be held at the registered
office of the Corporation or elsewhere in the municipality in which the
registered office is situate or, if the directors shall so determine, at some
other place in Canada or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside Canada. 

	10.04 	
      Notice of Meetings 



Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Part Eleven not less than
21 nor more than 60 days before the date of the meeting to each director, to the
auditors and to each shareholder who at the close of business on the record date
is entered in the securities register as the holder of one or more shares
carrying the right to vote at the meeting. Notice of a meeting of shareholders
called for any purpose other than consideration of the financial statements and
the auditors' report, election of directors and reappointment of incumbent
auditors shall state the nature of such business in sufficient detail to permit
the shareholder to form a reasoned judgment thereon and shall state the text of
any special resolution to be submitted to the meeting. 

	10.05 	
      List of Shareholders Entitled to Notice
  



For every meeting of shareholders, the Corporation shall
prepare a list of shareholders entitled to receive notice of the meeting,
arranged in alphabetical order and showing the number of shares held by each
shareholder entitled to vote at the meeting. If a record date for the meeting is
fixed pursuant to section 10.06, the shareholders listed shall be those
registered at the close of business on such record date. If no record date is
fixed, the shareholders listed shall be those registered at the close of
business on the day immediately preceding the day on which notice of the meeting
is given, or where no such notice is given, the day on which the meeting is
held. The list shall be available for examination by any shareholder during
usual business hours at the registered office of the Corporation or at the place
where the central securities register is kept and at the meeting for which the
list was prepared. Where a separate list of shareholders has not been prepared,
the names of persons appearing in the securities register at the requisite time
as the holder of one or more shares carrying the right to vote at such meeting
shall be deemed to be a list of shareholders. 




- 18 - 

	10.06 	
      Record Date for Notice 



The directors may fix in advance a record date, preceding
the date of any meeting of shareholders by not more than 60 days and not less
than 21 days, for the determination of the shareholders entitled to notice of
the meeting, provided that notice of any such record date is given not less than
7 days before such record date, by newspaper advertisement in the manner
provided in the Act unless notice of the record date is waived in writing by
every holder of a share of a class or series affected whose name is set out in
the securities register at the close of business on the day the directors fix
the record date. If no record date is so fixed, the record date for the
determination of the shareholders entitled to notice of the meeting shall be the
close of business on the day immediately preceding the day on which the notice
is given, or, if no notice is given, the day on which the meeting is held. 

	10.07 	
      Meetings without Notice 



A meeting of shareholders may be held without notice at any
time and place permitted by the Act (a) if all the shareholders entitled to vote
thereat are present in person or represented by proxy or if those not present or
represented by proxy waive notice of or otherwise consent to such meeting being
held, and (b) if the auditors and the directors are present or waive notice of
or otherwise consent to such meeting being held, provided that such
shareholders, auditors or directors present are not attending for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called. At such a meeting, any business may be
transacted which the Corporation at a meeting of shareholders may transact. If
the meeting is held at a place outside Canada, shareholders not present or
represented by proxy, but who have waived notice of or otherwise consented to
such meeting, shall also be deemed to have consented to the meeting being held
at such place. 

	10.08 	
      Chairman, Secretary and Scrutineers
  



The chairman of any meeting of shareholders shall be the
first mentioned of such of the following officers as have been appointed and who
is present at the meeting: president, managing director, chairman of the board,
or a vice-president who is a shareholder. If no such officer is present within
15 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 with the consent of the meeting. 

	10.09 	
      Persons Entitled to be Present




The only persons entitled to be present at a meeting of
shareholders shall be those entitled to vote thereat, the directors and auditors
of the Corporation and others who, although not entitled to vote, are entitled
or required under any provision of the Act or the articles or by-laws to be
present at the meeting. Any other person may be admitted only on the invitation
of the chairman of the meeting or with the consent of the meeting. 

	10.10 	
      Quorum 



A quorum for the transaction of business at any meeting of
shareholders shall be 2 persons present in person, each being a shareholder
entitled to vote thereat or a duly appointed proxy or proxyholder for an absent
shareholder so entitled, holding or representing in the aggregate not less than
10% of the issued shares of the Corporation enjoying voting rights at such
meeting. 




- 19 - 

	10.11 	
      Right to Vote 



Subject to the provisions of the Act as to representatives
of any other body corporate which is a shareholder of the Corporation and to
section 10.12, every person named in the list referred to in section 10.05 shall
be entitled to vote the shares shown thereon opposite his name at the meeting to
which such list relates, except to the extent that (a) where the Corporation has
fixed a record date in respect of such meeting, such person has transferred any
of his shares after such record date, or, where the Corporation has not fixed a
record date in respect of such meeting, such person has transferred any of his
shares after the date on which such list is prepared, and (b) the transferee,
having produced properly endorsed certificates evidencing such shares or having
otherwise established that he owns such shares, has demanded not later than 10
days before the meeting that his name be included in such list. In any such
excepted case, the transferee shall be entitled to vote the transferred shares
at such meeting. 

	10.12 	
      Proxyholders and Representatives




Every shareholder entitled to vote at a meeting of
shareholders may appoint a proxyholder, or one or more alternate proxyholders,
to attend and act as his representative at the meeting in the manner and to the
extent authorized and with the authority conferred by the proxy. A proxy shall
be in writing executed by the shareholder or his attorney and shall conform with
the requirements of the Act. Alternatively, every such shareholder which is a
body corporate or association may authorize by resolution of its directors or
governing body an individual to represent it at a meeting of shareholders and
such individual may exercise on the shareholder's behalf all the powers it could
exercise if it were an individual shareholder. The authority of such an
individual shall be established by depositing with the Corporation a certified
copy of such resolution, or in such other manner as may be satisfactory to the
secretary of the Corporation or the chairman of the meeting. Any such
proxyholder or representative need not be a shareholder. A proxy shall be in
written or printed format or a format generated by telephonic or electronic
means and becomes a proxy when completed and signed in writing or by electronic
signature by the shareholder or his attorney authorized by a document that is
signed in writing or by electronic signature or, if the shareholder is a body
corporate, by an officer or attorney thereof, duly authorized. If a proxy or
document authorizing an attorney is signed by electronic signature, the means of
electronic signature shall permit a reliable determination that the proxy or
document was created or communicated by or on behalf of the shareholder or
attorney, as the case may be. 

	10.13 	
      Time for Deposit of Proxies




The directors may specify in a notice calling a meeting of
shareholders a time, preceding the time of such meeting by not more than 48
hours exclusive of non-business days, before which time proxies to be used at
such meeting must be deposited. A proxy shall be acted upon only if, prior to
the time so specified, it shall have been deposited with the Corporation or an
agent thereof specified in such notice or, if no such time is specified in such
notice, it has been received by the secretary of the Corporation or by the
chairman of the meeting or any adjournment thereof prior to the time of voting.


	10.14 	
      Joint Shareholders 



If two or more persons hold shares jointly, any 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, they shall vote together
as one on the shares jointly held by them. 




- 20 - 

	10.15 	
      Votes to Govern 



At any meeting of shareholders every question shall, unless
otherwise required by the articles or by-laws or by law, be determined by the
majority of the votes cast on the question. In case of an equality of votes
either upon a show of hand or upon a poll, the chairman of the meeting shall not
be entitled to a second or casting vote. 

	10.16 	
      Show of Hands 



Subject to 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 provided in section 10.17. Upon a show of hands every
person who is present and entitled to vote shall have one vote. Whenever a vote
by show of hands shall have been taken upon a question, unless a ballot thereon
is so required or demanded, a declaration by the chairman of the meeting that
the vote upon the question has been carried or carried by a particular majority
or not carried and an entry to that effect in the minutes of the meeting shall
be prima facie evidence of the fact without proof of the number or proportion of
the votes recorded in favour of or against any resolution or other proceeding in
respect of the said question, and the result of the vote so taken shall be the
decision of the shareholders upon the said question. For the purpose of this
section, if at any meeting the Corporation has made available to shareholders
the means to vote electronically, any vote made electronically shall be included
in tallying any votes by show of hands. 

	10.17 	
      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 may require a ballot or any person who is present and entitled to vote
at the meeting may require or demand a ballot. A ballot so required or demanded
shall be taken in such manner as the chairman shall direct. A requirement or
demand for a ballot may be withdrawn at any time prior to the taking of the
ballot. If a ballot is taken each person present shall be entitled, in respect
of the shares which he is entitled to vote at the meeting upon the question, to
that number of votes provided by the Act or the articles, and the result of the
ballot so taken shall be the decision of the shareholders upon the said
question. 

	10.18 	
      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. Subject to the Act, if a meeting of shareholders is
adjourned by one or more adjournments for an aggregate of 30 days or more,
notice of the adjourned meeting shall be given as for an original meeting. 

	10.19 	
      Resolution in Writing 



A resolution in writing signed by all the shareholders
entitled to vote on that resolution at a meeting of shareholders is as valid as
if it had been passed at a meeting of the shareholders unless a written
statement with respect to the subject matter of the resolution is submitted by a
director or the auditors in accordance with the Act. 




- 21 - 

PART ELEVEN 

NOTICES 

	11.01 	
      Method of Giving Notices 



Any notice (which term includes any communication or
document) to be given (which term includes sent, delivered or served) pursuant
to the Act, the regulations thereunder, the articles, the by-laws or otherwise
to a shareholder, director, officer, auditor or member of a committee of the
directors 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 electronic mail or other electronic means capable of producing
a written copy. A notice so delivered shall be deemed to have been given when it
is delivered personally or to the recorded address as aforesaid: a notice so
mailed shall be deemed to have been given when deposited in a post office or
public letter box: and a notice so sent by any means of transmitted or recorded
communication or electronic mail or other means of communication shall be deemed
to have been given when dispatched or delivered to the appropriate communication
company or agency or its representative for dispatch. The secretary may change
or cause to be changed the recorded address of any shareholder, director,
officer, auditor or member of a committee of the directors in accordance with
any information believed by him to be reliable. 

	11.02 	
      Notice to Joint Shareholders




If two or more persons are registered as joint holders of
any share, any notice may be addressed to all of such joint holders but notice
to one of such persons shall be sufficient notice to all of them. 

	11.03 	
      Computation of Time 



In computing the date when notice must be given under any
provision requiring a specified number of days notice of any meeting or other
event, the date of giving the notice shall be excluded and the date of the
meeting or other event shall be included. 

	11.04 	
      Undelivered Notices 



If any notice given to a shareholder pursuant to section
11.01 is returned on three consecutive occasions because he cannot be found, the
Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new address. 

	11.05 	
      Omissions and Errors 



The accidental omission to give any notice to any
shareholder, director, officer, auditor or member of a committee of the board or
the non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any
meeting held pursuant to such notice or otherwise founded thereon. 

	11.06 	
      Persons Entitled by Death or Operation of Law
    



Every person who, by operation of law, transfer, death of
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 through
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. 




- 22 - 

	11.07 	
      Waiver of Notice 



Any shareholder, proxyholder, representative, director,
officer, auditor, member of a committee of the board or other person entitled to
attend a meeting of shareholders may at any time waive any notice, or waive or
abridge the time for any notice, required to be given to him or to the
shareholder whom the proxyholder or representative represents under any
provision of the Act, the regulations thereunder, the articles, the by-laws or
otherwise and such waiver or abridgement, whether given before or after the
meeting or other event for 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 which may be given in any manner. 

PART TWELVE 

EFFECTIVE DATE 

	12.01 	
      Effective Date 



This by-law shall come into force when approved by the
directors and subject to shareholders’ and regulatory approval for the filing of
articles of continuance and issuance of the Certificate of Continuance. 

Effective as of the 25th day of October, 2005.


WITNESS the seal of the Corporation. 

	(signed) Peter R.
      Jones 	 	(signed) Brian D. Gordon 
	President & CEO – Peter R. Jones 	 	Vice-President & General Counsel – Brian D.
    
	Gordon 	 	 


The foregoing by-law was approved by a written resolution
of the directors dated the 25th day of May, 2005 pursuant to the Business
Corporations Act (Ontario), subject to obtaining shareholder and regulatory
approval for the filing of the articles of continuance under the Canada Business
Corporations Act, with the by-law to be effective upon continuance of the
Corporation pursuant to the federal laws of Canada. 

***** 

The foregoing by-law was confirmed at an annual and special
shareholders' meeting held on the 23rd day of June, 2005 at which a quorum of
shareholders entitled to vote was present in person or by proxy pursuant to the
Business Corporations Act (Ontario), subject to regulatory approval for the
filing of articles of continuance, with the by-law to be effective
upon the continuance of the Corporation pursuant to the federal laws of Canada.

DATED as of the 25th day of October, 2005. 

	(signed) Allen J.
      Palmiere 	 	(signed) Brian D. Gordon 
	Chairman 	 	Secretary