Exhibit 1.11  CELESTICA INC.  BY-LAW 1  A by-law
relating generally to the conduct of the affairs of CELESTICA INC.  BE IT ENACTED
AND IT IS HEREBY ENACTED as a by-law of CELESTICA INC. (hereinafter called the Corporation)
as follows:  DEFINITIONS  I.In this by-law and all other
by-laws of the Corporation, unless the context otherwise specifies or requires:  A.Act means the Business Corporations Act, R.S.O. 1990, c. B.16, 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;  B.by-law means any by-law of
the Corporation from time to time in force and effect;  C.all terms contained in the
by-laws which are defined in the Act shall have the meanings given to such
terms in the Act;  D.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; and  E.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.  REGISTERED OFFICE  II.The Corporation may from time
to time (i) by resolution of the directors change the address of the
registered office of the Corporation within the municipality or geographic
township within Ontario specified in its articles, and (ii) by special
resolution, change the municipality or geographic township within Ontario in
which its registered office is situated.  SEAL  III.The Corporation may, but need
not, have a corporate seal.  An
instrument or agreement executed on behalf of the Corporation by a director, an
officer or an agent of the Corporation is not invalid merely because the
corporate seal, if any, is not affixed thereto.


DIRECTORS  IV.Number and powers.  The number of directors, or the minimum and
maximum number of directors of the Corporation, is set out in the articles of
the Corporation.  At least 25 percent of
the directors shall be resident Canadians. 
The directors shall manage or supervise the management of 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, or
by statute expressly directed or required to be done in some other manner.  Notwithstanding
any vacancy among the directors, the remaining directors may exercise all the
powers of the directors so long as a quorum of the directors remains in office.  Subject to
subsections 124(1), (2), (4) and (5) of the Act and to the
Corporations articles, where there is a quorum of directors in office and a
vacancy occurs, the directors remaining in office may appoint a qualified
person to hold office for the unexpired term of his predecessor.  V.Duties.  Every director and officer of the Corporation
in exercising his powers and discharging his duties to the Corporation shall:  A.act honestly and in good faith
with a view to the best interests of the Corporation; and  B.exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances.  Every director
and officer of the Corporation shall comply with the Act, the regulations
thereunder, the Corporations articles and by-laws and any unanimous
shareholder agreement.  VI.Qualification.  Every director shall be an individual 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.  VII.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 of shareholders
next following his election or appointment or until his successor is elected or
appointed.  VIII.Vacation of office.  The office of a director shall be vacated if:  A.he dies or, subject to
subsection 119(2) of the Act, sends to the Corporation a written
resignation and such resignation, if not effective upon receipt by the
Corporation, becomes effective in accordance with its terms;  2


B.he is removed from office;  C.he becomes bankrupt; or  D.he is found by a court in
Canada or elsewhere to be of unsound mind.  IX.Election and removal.  Directors shall be elected by the
shareholders by ordinary resolution on a show of hands, or by ballot if a
ballot is demanded.  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 the meeting of shareholders
at which directors are to be elected but, if qualified, are eligible for re-election.  Subject to subsection 122(2) of the Act,
the shareholders of the Corporation may by ordinary resolution at an annual or
special meeting remove any director before the expiration of his term of office
and may, by a majority of the votes cast at the meeting, elect any person in
his stead for the remainder of his term.  Whenever at
any election of directors of the Corporation the number or the minimum number
of directors required by the articles is not elected 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 pending the holding of a
meeting of shareholders in accordance with subsection 124(3) of the Act.  A retiring
director shall cease to hold office at the close of the meeting at which his
successor is elected unless such meeting was called for the purpose of removing
him from office as a director in which case the director so removed shall
vacate office forthwith upon the passing of the resolution for his removal.  X.Validity of acts.  An act done by a director or by an officer is
not invalid by reason only of any defect that is thereafter discovered in his appointment,
election or qualification.  MEETINGS OF
DIRECTORS  XI.Place of meeting.  Meetings of directors and of any committee of
directors may be held at any place within or outside Ontario and in any
financial year a majority of the meetings of the board of directors need not be
held at a place within Canada.  A meeting
of directors may be convened by the Chairman of the Board (if any), the
President or any director at any time and the Secretary shall upon direction of
any of the foregoing convene a meeting of directors.  A quorum of the directors may, at any time,
call a meeting of the directors for the transaction of any business the general
nature of which is specified in the notice calling the meeting.  XII.Notice.  Notice of the time and place for the holding
of any such meeting shall be sent to each director not less than two days
(exclusive of the day on which the notice is sent 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  3


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 the absent directors
have waived notice.  Notice of the
time and place for the holding of any meeting of directors or any committee of
directors may be given by delivery, telegraph, cable, telex or other electronic
means that produces a written copy.  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.  XIII.Waiver of notice.  Notice of a meeting of directors or of any
committee of directors or any irregularity in a meeting or in the notice
thereof may be waived in any manner by any director and such waiver may be
validly given either before or after the meeting to which such waiver
relates.  Attendance of a director at a
meeting of directors is a waiver of notice of the meeting, 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.  XIV.Telephone participation.  Where all the directors of the Corporation
present at or participating in the meeting consent 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, electronic or other
communications facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and a director
participating in a meeting by such means shall be deemed for the purposes of
the Act to be present at that meeting. 
If the majority of the directors participating in the meeting are then
in Canada, the meeting shall be deemed to be held in Canada.  XV.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 is 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.  XVI.Quorum and voting.  A majority of the number of directors or
minimum number of directors required by the articles shall constitute a quorum
for the transaction of business.  Subject
to subsection 124(1) and subsection 126(7) of the Act, no business
shall be transacted by the directors except at a meeting of directors at which
a quorum is present.  Questions arising
at any meeting of directors shall be decided by a majority of votes.  In case of  4


an equality of
votes, the chairman of the meeting in addition to his original vote shall not
have a second or casting vote.  COMMITTEES OF
DIRECTORS  XVII.General.  The directors may from time to time appoint
from their number a committee of directors and may delegate to such committee
any of the powers of the directors, except that no such committee shall have
the authority to:  A.submit to the shareholders any
question or matter requiring the approval of the shareholders;  B.fill a vacancy among the
directors or in the office of auditor or appoint or remove any of the chief
executive officer, however designated, the chief financial officer, however
designated, the chairman or the president of the Corporation;  C.subject to section 184 of the
Act, issue securities except in the manner and on the terms authorized by the
directors;  D.declare dividends;  E.purchase, redeem or otherwise
acquire shares issued by the Corporation;  F.pay a commission referred to
in section 37 of the Act;  G.approve a management
information circular referred to in Part VIII of the Act;  H.approve a takeover bid
circular, directors circular or issuer bid circular referred to in Part XX
of the Securities Act;  I.approve any financial
statements referred to in clause 154(1)(b) of the Act and Part XVIII
of the Securities Act;  J.approve an amalgamation under
section 177 or an amendment to the articles under subsection 168(2) or (4) of
the Act; or  K.adopt, amend or repeal
by-laws.  XVIII.Audit committee.  The board of directors shall elect annually
from among their number an audit committee to be composed of not fewer than
three directors, a majority of whom are not officers or employees of the
Corporation or any of its affiliates, to hold office until the next annual
meeting of the shareholders.  Each member of
the audit committee shall serve during the pleasure of the board of directors
and, in any event, only so long as he shall be a director.  The directors may fill vacancies in the audit
committee by election from among their number.  5


The audit
committee shall have power to fix its quorum at not less than a majority of its
members and to determine its own rules of procedure subject to any
regulations imposed by the board of directors from time to time and to the
following paragraph.  The auditor of
the Corporation is entitled to receive notice of every meeting of the audit
committee and, at the expense of the Corporation, to attend and be heard
thereat; and, if so requested by a member of the audit committee, shall attend
every meeting of the committee held during the term of office of the
auditor.  The auditor of the Corporation
or any member of the audit committee may call a meeting of the committee.  The audit
committee shall review the financial statements of the Corporation and shall
report thereon to the board of directors of the Corporation prior to approval
thereof by the board of directors and shall have such other powers and duties
as may from time to time by resolution be assigned to it by the board.  REMUNERATION OF
DIRECTORS, OFFICERS AND EMPLOYEES  XIX.The remuneration to be paid to
the directors of the Corporation shall be such as the directors shall from time
to time by resolution determine and such remuneration shall be in addition to
the salary paid to any officer or employee of the Corporation who is also a
director.  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 normal 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 may fix the remuneration of the
officers and employees of the Corporation. 
The directors, officers and employees shall also be entitled to be paid
their travelling and other expenses properly incurred by them in connection
with the affairs of the Corporation.  SUBMISSION OF
CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL  XX.The directors in their
discretion may submit any contract, act or transaction for approval,
ratification or confirmation at any 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 by-laws) 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.  FOR THE
PROTECTION OF DIRECTORS AND OFFICERS  XXI.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 suffered or
incurred by the Corporation through the insufficiency or deficiency of title to
any property  6


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,
firm or corporation including any person, firm or corporation 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 respective office of trust or in
relation thereto, unless the same shall happen by or through his failure to
exercise the powers and to discharge the duties of his office honestly and 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 or 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.  If any director or officer of
the Corporation shall be employed by or shall perform services for the
Corporation otherwise than as a director or officer or shall be a member of a
firm or a shareholder, director or officer of a body corporate which is
employed by or performs services for the Corporation, the fact of his being a
shareholder, director or officer of the Corporation shall not disentitle such
director or officer or such firm or body corporate, as the case may be, from
receiving proper remuneration for such services.  INDEMNITIES TO
DIRECTORS AND OTHERS  XXII.Subject to the Act, the
Corporation shall indemnify a director or officer of the Corporation, a former
director or officer of the Corporation or a person 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, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal, administrative, investigative or other proceeding in which the
individual is involved because of that association with the Corporation or
other entity, if he 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 he acted as a director or officer or in a similar
capacity at the Corporations request.  The Corporation
may advance money to a director, officer or other person for the costs, charges
and expenses of a proceeding referred to above, but the person shall repay the
money if the person does not fulfil the conditions set forth above.  The
Corporation is hereby authorized to execute agreements evidencing its indemnity
in favour of the foregoing persons to the full extent permitted by law.  7


OFFICERS  XXIII.Appointment of officers.  The directors may 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 a Chairman of the Board, one or
more Vice-Presidents, a Treasurer and one or more Assistant Secretaries and/or one
or more Assistant Treasurers.  None of
such officers, except the Chairman of the Board, need be a director of the
Corporation.  Any director may be
appointed to any office of the Corporation. 
Two or more of such offices may be held by the same person.  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.  XXIV.Removal of officers, etc.All officers, employees and agents, 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.  XXV.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.  XXVI.Chairman of the Board.  The Chairman of the Board shall, when
present, preside at all meetings of the directors, any committee of the
directors and shareholders, shall sign such documents as may require his
signature in accordance with the by-laws of the Corporation 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 incidental to his
office.  XXVII.President.  In the absence of the Chairman of the Board,
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 incidental to his office.  XXVIII.Chief Executive Officer.  The Chief Executive Officer shall exercise
general supervision over the business and affairs of the Corporation.  The position of Chief Executive Officer may
be held by any officer or director of the Corporation, or other individual, in
each case appointed by the directors. 
The Chief Executive Officer 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 incidental to his office.  XXIX.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  8


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 or by the Chief Executive Officer or as are
incidental to his office.  XXX.Secretary.  The Secretary shall give or cause to be given
notices for all meetings of the directors, 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 paragraph 45 hereof, of
the documents and registers referred to in subsections 140(1) and (2) of
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 incidental to his office.  XXXI.Treasurer/Controller.  Subject to the provisions of any resolution
of the directors, the Treasurer or the Controller 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 adequate
accounting records.  He shall manage the
Corporations financial information systems and shall provide financial
information and data to the directors 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. 
He may be required to give such bond for the faithful performance of his
duties as the directors in their uncontrolled discretion may require and 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.  If the Corporation should appoint both a
Treasurer and a Controller, their respective duties shall be allocated between
them in such manner as the directors or the Chief Executive Officer may
determine.  XXXII.Compliance Officer.  Subject to the provisions of any resolution
of the directors, the Compliance Officer shall have the responsibility for
ensuring that the Corporation complies with all rules and regulations of
any statutory or regulatory body or similar authority having jurisdiction over
the Corporation or any organization of which the Corporation is a member,
including any stock exchange, securities exchange or commodities exchange.  He shall advise the Corporation of the
requirements of such entities and shall assist the directors in the development
of policies to ensure compliance therewith. 
He shall prepare and maintain adequate records to comply with the
requirements of any such institution or organization and 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.  XXXIII.Assistant Secretary and
Assistant Treasurer.The Assistant
Secretary or, if more than one, the Assistant Secretaries in order of
seniority, and the Assistant Treasurer or, if  9


more than one,
the Assistant Treasurers in order of seniority, shall perform all the duties of
the Secretary and Treasurer, respectively, in the absence or inability to act
of the Secretary or Treasurer, as the case may be.  The Assistant Secretary or Assistant
Secretaries, if more than one, and the Assistant Treasurer or Assistant
Treasurers, if more than one, shall sign such contracts, documents or
instruments in writing as require his or their signatures, respectively, and
shall have such other powers and duties as may from time to time be assigned to
them by resolution of the directors.  XXXIV.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 limits on authority provided by subsection 127(3) of 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.  Any agent or employee appointed by a Managing
Director shall be subject to discharge by the directors.  XXXV.Vacancies.  If the office of Chairman of the Board,
President, Vice-President, Secretary, Assistant Secretary, Treasurer,
Controller, Assistant Treasurer, Compliance Officer, or any other office
created by the directors pursuant to paragraph 23 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 the
other officers appoint an officer to fill such vacancy.  SHAREHOLDERS
MEETINGS  XXXVI.Annual or special meetings.  The directors of the Corporation,  A.shall call an annual meeting of
shareholders not later than 18 months after holding the last preceding annual
meeting; and  B.may at any time call a special
meeting of shareholders.  XXXVII.Place of meetings.  Subject to the articles, a meeting of the
shareholders of the Corporation may be held at such place in or outside Ontario
as the directors may determine or, in the absence of such a determination, at
the place where the registered office of the Corporation is located.  XXXVIII.Meeting by Electronic Means.  A meeting of the shareholders may be held by
telephonic or electronic means and a shareholder who, through those means,
votes at the meeting or establishes a communications link to the meeting shall
be deemed for the purposes of the Act to be present at the meeting.  A meeting held by telephonic or electronic
means shall be deemed to be held at the place where the registered office of
the Corporation is located.  XXXIX.Notice.  A notice stating the day, hour and place of
meeting and, if special business is to be transacted thereat, stating (or
accompanied by a statement of) (i) the nature of that business in
sufficient detail to permit the shareholder to form a reasoned judgment
thereon,  10


and (ii) the
text of any special resolution or by-law to be submitted to the meeting, shall
be served by sending such notice to each person who is entitled to notice of
such meeting and who on the record date for notice appears on the records of
the Corporation or its transfer agent as a shareholder entitled to vote at the
meeting and to each director of the Corporation and to the auditor of the
Corporation by prepaid mail not less than 21 days and not more than 50 days
(exclusive of the day of mailing and of the day for which notice is given)
before the date (if the Corporation is an offering corporation as such term is
defined in the Act) or not less than 10 days before the date (if the
Corporation is not an offering corporation) of every meeting addressed to the
latest address of each such person as shown in the records of the Corporation
or its transfer agent, or if no address is shown therein, then to the last
address of each such person known to the Secretary; provided that a meeting of
shareholders may be held for any purpose at any date and time and at any place
without notice if all the shareholders and other persons entitled to notice of
such meeting are present in person or represented by proxy at the meeting
(except where the shareholder or such other person attends the 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 the shareholders and other
persons entitled to notice of such meeting and not present in person nor
represented by proxy thereat waive notice of the meeting.  Notice of any meeting of shareholders or the
time for the giving of any such notice or any irregularity in any such meeting
or in the notice thereof may be waived in any manner by any shareholder, the
duly appointed proxy of any shareholder, any director or the auditor of the
Corporation and any other person entitled to attend a meeting of shareholders,
and any such waiver may be validly given either before or after the meeting to
which such waiver relates.  The auditor of
the Corporation is entitled to attend any meeting of shareholders of the
Corporation and to receive all notices and other communications relating to any
such meeting that a shareholder is entitled to receive.  XL.Omission of notice.  The accidental omission to give notice of any
meeting to or the non-receipt of any notice by any person shall not invalidate
any resolution passed or any proceeding taken at any meeting of shareholders.  XLI.Record dates for notice of meetings.  Subject to subsection 95(4) of the Act,
the directors may fix in advance the date as the record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders, but such record date shall not precede by more than 60 days or by
less than 30 days the date on which the meeting is to be held.  If no record
date is fixed, the record date for the determination of the shareholders
entitled to receive notice of a meeting of the shareholders shall be  1.at
the close of business on the day immediately preceding the day on which notice
is given; or  2.if
no notice is given, the day on which the meeting is held.  11


XLII.Votes.  Every question submitted to any meeting of shareholders
shall be decided in the first instance on a show of hands and in case of an
equality of votes the chairman of the meeting shall neither on a show of hands
nor on a ballot have a second or casting vote in addition to the vote or votes
to which he may be entitled as a shareholder or proxy nominee.  At any
meeting, unless a ballot is demanded by a shareholder or proxyholder entitled
to vote at the meeting, either before or after any vote by a show of hands, a
declaration by the chairman of the meeting that a resolution has been carried
or carried unanimously or by a particular majority or lost or not carried by a
particular majority shall be evidence of the fact without proof of the number
or proportion of votes recorded in favour of or against the motion.  In the absence
of the Chairman of the Board (if any), the President and any Vice-President who
is a director, the shareholders present entitled to vote shall choose another
director as chairman of the meeting and if no director is present or if all the
directors decline to take the chair then the shareholders present shall choose
one of their number to be chairman.  If at any meeting a ballot is demanded on the
election of a chairman or on the question of adjournment or termination, the
ballot shall be taken forthwith without adjournment.  If a ballot is demanded on any other question
or as to the election of directors, the ballot shall be taken in such manner
and either at once or later at the meeting or after adjournment as the chairman
of the meeting directs.  The result of a
ballot shall be deemed to be the resolution of the meeting at which the ballot
was demanded.  A demand for a ballot may
be made either before or after any vote by a show of hands and may be
withdrawn.  Where two or
more persons hold the same share or shares jointly, any one of such persons
present at a meeting of shareholders has the right, in the absence of the other
or others, to vote in respect of such share or shares, but if more than one of
such persons are present or represented by proxy and vote, they shall vote
together as one on the share or shares jointly held by them.  XLIII.Proxies.  Votes at meetings of the shareholders may be
given either personally or by proxy.  At
every meeting at which he is entitled to vote, every shareholder present in
person and every proxyholder shall have one vote on a show of hands.  Upon a poll at which he is entitled to vote
every shareholder present in person or by proxy shall (subject to the Corporations
articles) have one vote for every share registered in his name.  Every
shareholder, including a shareholder that is a body corporate, entitled to vote
at a meeting of shareholders may by means of a proxy appoint a proxyholder or
proxyholders or one or more alternate proxyholders, who need not be
shareholders, as his nominee to attend and act at the meeting in the manner, to
the extent and with the authority conferred by the proxy.  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  12


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 the
attorney, as the case may be.  If the
Corporation is an offering corporation as defined in paragraph 1(1) of
the Act, any such proxy appointing a proxyholder to attend and act at a meeting
or meetings of shareholders ceases to be valid one year from its date.  An instrument
appointing a proxyholder may be in the following form or in any other form
which complies with the regulations made under the Act:  The
undersigned shareholder of CELESTICA INC. hereby appoints
            of
                           ,
whom failing,
                               ,
of                                   
as the nominee of the undersigned to attend and act for and on behalf of the
undersigned at the meeting of the shareholders of the said Corporation to be
held on the      day of
            ,     and at any adjournment thereof
in the same manner, to the same extent and with the same power as if the
undersigned were present, either personally or by telephonic or electronic
means, at the said meeting or such adjournment thereof.  Dated the  day
of  , 
..   Signature of
  Shareholder  This form of proxy must be signed in writing or by
electronic signature by a 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.  The directors
may from time to time pass regulations regarding the lodging of instruments
appointing a proxyholder at some place or places other than the place at which
a meeting or adjourned meeting of shareholders is to be held and for
particulars of such instruments to be telegraphed, cabled, telexed, sent in
writing or otherwise communicated by electronic means that produces a written
copy before the meeting or adjourned meeting to the Corporation or any agent of
the Corporation appointed for the purpose of receiving such particulars and
providing that instruments appointing a proxyholder so lodged may be voted upon
as though the instruments themselves were produced at the meeting or adjourned
meeting and votes given in accordance with such regulations shall be valid and
shall be counted.  The chairman of the
meeting of shareholders may, subject to any regulations made as aforesaid, in
his discretion accept telegraphic, telex, cable or written communication, or
electronic communication that produces a written copy, as to the authority of
anyone claiming to vote on behalf of and to represent a shareholder
notwithstanding  that no instrument of
proxy conferring such authority has been lodged with the Corporation, and any
votes given in accordance with  13


such
telegraphic, telex, cable, written or electronic communication accepted by the
chairman of the meeting shall be valid and shall be counted.  XLIV.Adjournment.  The chairman of the meeting may with the
consent of the meeting adjourn any meeting of shareholders from time to time to
a fixed time and place and if the meeting is adjourned for less than 30 days,
no notice of the time and place for the holding of the adjourned meeting need
be given to any shareholder, other than by announcement at the earliest meeting
that is adjourned.  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 but, unless the meeting is adjourned by one or more adjournments for an
aggregate of more than 90 days, section 111 of the Act does not apply.  Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the adjournment and a
quorum is present thereat.  The persons
who formed a quorum at the original meeting are not required to form a 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.  Any business may be brought before or dealt with
at any adjourned meeting which might have been brought before or dealt with at
the original meeting in accordance with the notice calling the same.  XLV.Quorum.  Two persons present and each holding or
representing by proxy at least one issued share of the Corporation shall be a
quorum of any meeting of shareholders for the choice of a chairman of the
meeting and for the adjournment of the meeting to a fixed time and place but
may not transact any other business; for all other purposes a quorum for any
meeting shall be persons present not being less than two in number and holding
or representing by proxy not less than 35% of the total number of the issued
shares of the Corporation for the time being enjoying voting rights at such
meeting.  If a quorum is present at the
opening of a meeting of shareholders, the shareholders present may proceed with
the business of the meeting, notwithstanding that a quorum is not present
throughout the meeting.  Notwithstanding
the foregoing, if the Corporation has only one shareholder, or only one
shareholder of any class or series of shares, the shareholder present in person
or by proxy constitutes a meeting and a quorum for such meeting.  SHARES AND
TRANSFERS  XLVI.Issuance.  Subject to the articles of the Corporation,
shares in the Corporation may be issued at such time and issued to such persons
and for such consideration as the directors may determine.  XLVII.Security certificates.  Shares issued by the Corporation may be
represented by a security certificate or may be an uncertificated
security.  Security certificates (and the
form of transfer power on the reverse side thereof) shall (subject to
compliance with section 56 of the Act) be in such form as the directors may
from time to time by resolution approve and, subject to subsection 55(3) of
the Act, such certificates shall be signed manually by at least one director or
officer of the Corporation or by or on behalf of a registrar, transfer agent,
branch transfer agent or issuing or other authenticating agent of the
Corporation, or by a trustee who certifies it in  14


accordance
with a trust indenture, and any additional signatures required on a security
certificate may be printed or otherwise mechanically reproduced thereon.  Notwithstanding any change in the persons
holding an office between the time of actual signing and the issuance of any
certificate and notwithstanding that a person signing 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.  XLVIII.Transfer agents.For each class of securities and warrants
issued by the Corporation, the directors may from time to time by resolution
appoint or remove,  A.a trustee, transfer agent or
other agent to keep the securities register and the register of transfer and
one or more persons or agents to keep branch registers; and  B.a registrar, trustee or agent
to maintain a record of issued security certificates, uncertificated securities
and warrants,  and, subject to section 48 of the Act, one person
may be appointed for the purposes of both clauses (a) and (b) in
respect of all securities and warrants of the Corporation or any class or
classes thereof.  XLIX.Transfer of Securities.  Subject to the Act, and other applicable law
relating to the transfer of securities, no transfer of a security issued by the
Corporation shall be recorded or registered unless and until  A.in the case of a security
other than an uncertificated security, (i) the security certificate
representing the security to be transferred has been surrendered and cancelled,
or (ii) if no security certificate has been issued by the Corporation in
respect of such share, a duly executed security transfer power in respect
thereof has been presented for registration;  B.in the case of an
uncertificated security, an instruction in accordance with applicable law
relating to the transfer of securities is presented; and  C.other reasonable requirements
of the Corporation which are in compliance with the Act and other applicable
law are satisfied.  L.Defaced, destroyed, stolen or
lost security certificates.  In case of
the defacement, destruction, theft or loss of a security certificate, the fact
of such defacement, destruction, theft or loss shall be reported by the owner
to the Corporation or to an agent of the Corporation (if any) acting on behalf
of the Corporation, with a statement verified by oath or statutory declaration
as to the defacement, destruction, theft or loss and the circumstances
concerning the same and with a request for the issuance of a new security
certificate to replace the one so defaced, destroyed, stolen or lost.  Upon the giving to the Corporation (or, if
there be an agent, hereinafter in this paragraph referred to as the Corporations
agent, then to the Corporation and the Corporations agent) of an indemnity
bond of a surety company in such  15


form as is
approved by the directors or by the Chairman of the Board (if any), the
President, a Vice-President, the Secretary or the Treasurer of the Corporation,
indemnifying the Corporation (and the Corporations agent, if any) against all
loss, damage and expense, which the Corporation and/or the Corporations agent
may suffer or be liable for by reason of the issuance of a new security
certificate to such shareholder, and provided the Corporation or the
Corporations agent does not have notice that the security has been acquired by
a bona fide purchaser, a new security certificate may be issued in replacement
of the one defaced, destroyed, stolen or lost, if such issuance is ordered and
authorized by any one of the Chairman of the Board (if any), the President, a
Vice-President, the Secretary or the Treasurer of the Corporation or by
resolution of the directors.  DIVIDENDS  LI.The directors may from time to
time by resolution declare and the Corporation may pay dividends on its issued
shares, subject to the provisions (if any) of the Corporations articles.  The directors shall not declare and the Corporation
shall not pay a dividend if there are reasonable grounds for believing that:  A.the Corporation is, or, after
the payment, would be unable to pay its liabilities as they become due; or  B.the realizable value of the
Corporations assets would thereby be less than the aggregate of its
liabilities and stated capital of all classes.  The directors
may declare and the Corporation may pay a dividend by issuing fully paid shares
of the Corporation or options or rights to acquire fully paid shares of the
Corporation and, subject to section 38 of the Act, the Corporation may pay a
dividend in money or property.  LII.In case several persons are
registered as the joint holders of any securities of the Corporation, any one
of such persons may give effectual receipts for all dividends and payments on
account of dividends, principal, interest and/or redemption payments on
redemption of securities (if any) subject to redemption in respect of such
securities.  RECORD DATES  LIII.Subject to subsection 95(4) of
the Act, the directors may fix in advance a date as the record date for the
determination of shareholders (i)  entitled to receive payment of a
dividend, (ii) entitled to participate in a liquidation or distribution,
or (iii) for any other purpose except the right to receive notice of or to
vote at a meeting of shareholders, but such record date shall not precede by
more than 50 days the particular action to be taken.  If no record
date is fixed, the record date for the determination of shareholders for any
purpose, other than to establish a record date for the determination of
shareholders entitled to  16


receive
notice of a meeting of shareholders or to vote, shall be the close of business
on the day on which the directors pass the resolution relating thereto.  VOTING SECURITIES
IN OTHER ISSUERS  LIV.All securities of any other
body corporate or issuer of securities carrying voting rights held from time to
time by the Corporation may be voted at all meetings of shareholders,
bondholders, debenture holders or holders of such securities, as the case may
be, of such other body corporate or issuer and in such manner and by such
person or persons as the directors of the Corporation shall from time to time
determine and authorize by resolution. 
The duly authorized signing officers of the Corporation may also from
time to time execute and deliver for and on behalf of the Corporation proxies
and/or arrange for the issuance of voting certificates and/or other evidence of
the right to vote in such names as they may determine without the necessity of
a resolution or other action by the directors.  NOTICES, ETC.  LV.Service.  Any notice or other document required to be
given or sent by the Corporation to any shareholder or director of the
Corporation shall be delivered personally or sent by prepaid mail or by
telegram, telex or other electronic means that produces a written copy
addressed to:  A.the shareholder at his latest
address as shown on the records of the Corporation or its transfer agent; and  B.the director at his latest
address as shown in the records of the Corporation or in the last notice filed
under the Corporations Information Act, whichever
is the more current.  With respect to every notice or other document sent by prepaid mail it
shall be sufficient to prove that the envelope or wrapper containing the notice
or other document was properly addressed and put into a post office or into a
post office letter box and shall be deemed to be received by the addressee on
the fifth day after mailing.  LVI.If the Corporation sends a
notice or document to a shareholder and the notice or document is returned on
three consecutive occasions because the shareholder cannot be found, the
Corporation is not required to send any further notices or documents to the
shareholder until he informs the Corporation in writing of his new address.  LVII.Shares registered in more than
one name.  All notices or other documents shall, with
respect to any shares in the capital of the Corporation registered in more than
one name, be given to whichever of such persons is named first in the records
of the Corporation and any notice or other document so given shall be
sufficient notice or delivery of such document to all the holders of such
shares.  17


LVIII.Persons becoming entitled by
operation of law.  Every person
who by operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by
every notice or other document in respect of such shares which prior to his
name and address being entered on the records of the Corporation shall have
been duly given to the person or persons from whom he derives his title to such
shares.  LIX.Deceased shareholder.  Any notice or other document delivered or
sent by post or left at the address of any shareholder as the same appears in
the records of the Corporation shall, notwithstanding that such shareholder be
then deceased and whether or not the Corporation has notice of his death, be
deemed to have been duly served in respect of the shares held by such
shareholder (whether held solely or with other persons) until some other person
be entered in his stead in the records of the Corporation as the holder or one
of the holders thereof and such service shall for all purposes be deemed a
sufficient service of such notice or other document on his heirs, executors or
administrators and all persons (if any) interested with him in such shares.  LX.Signatures to notices.  The signature of any director or officer of
the Corporation to any notice may be written, printed or otherwise mechanically
reproduced.  LXI.Computation of time.  Where a given number of days notice or
notice extending over any period is required to be given under any provisions
of the articles or by-laws of the Corporation, the day of service, posting or
other communication of the notice shall not be counted in such number of days
or other period, and such number of days or other period shall commence on the
day following the day of service, posting or other communication of the notice
and shall terminate at midnight of the last day of the period except that if
the last day of the period falls on a Sunday or holiday the period shall
terminate at midnight of the day next following that is not a Sunday or
holiday.  LXII.Proof of service.  A certificate of any officer of the
Corporation in office at the time of the making of the certificate or of an
agent of the Corporation as to facts in relation to the mailing or delivery or
service of any notice or other documents to any shareholder, director, officer
or auditor or publication of any notice or other document shall be conclusive
evidence thereof and shall be binding on every shareholder, director, officer
or auditor of the Corporation, as the case may be.  CHEQUES, DRAFTS,
NOTES, ETC.  LXIII.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 officers of the Corporation, and in such manner as the directors may from
time to time designate by resolution.  18


CUSTODY OF SECURITIES  LXIV.All securities (including
warrants) owned by the Corporation shall be lodged (in the name of the
Corporation) with a chartered bank or a trust company or in a safe or 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 the 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.  EXECUTION OF
CONTRACTS, ETC.  LXV.Contracts, documents or
instruments in writing requiring the signature of the Corporation may be signed
by any director or officer and all contracts, documents or instruments in
writing so signed shall be binding upon the Corporation without any further
authorization or formality.  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 corporate
seal, if any, 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.  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, powers of attorney,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of securities and all paper
writings.  In particular,
without limiting the generality of the foregoing, any director or officer is
authorized to sell, assign, transfer, exchange, convert or convey all securities
owned by or registered in the name of the Corporation and to sign and execute
(under the seal of the Corporation or otherwise) all assignments, transfers,
conveyances, powers of attorney and other instruments that may be necessary for
the purpose of selling, assigning, transferring, exchanging, converting or
conveying any such securities.  The signature
or signatures of any such officer or director of the Corporation and/or of any
other 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  19


the
Corporation on which the signature or signatures of any of the foregoing
officers, directors or persons shall be so reproduced, by authorization 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.  FINANCIAL YEAR  LXVI.The financial year of the
Corporation shall terminate on such day in each year as the board of directors
may from time to time by resolution determine.  PASSED by the directors of the Corporation on January 31, 2001,
and amended by the directors of the Corporation on August 1, 2007 and October 25,
2007.  20