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Exhibit 1.5
 BY-LAW NO. 1A
 MITEL NETWORKS CORPORATION
 ARTICLE 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
 1.1 Definitions
  (a)
    
    the Act means the Canada Business Corporations Actor any
statute which may be substituted therefor, including the regulations
thereunder, as amended from time to time;(b)
    
    articles means the articles of the Corporation, as
defined in the Act, and includes any amendments thereto;(c)
    
    board means the board of directors of the Corporation;(d)
    
    by-laws means the by-laws of the Corporation in force as
amended or restated from time to time;(e)
    
    director means a director of the Corporation as defined
in the Act;(f)
    
    meeting of shareholders means an annual meeting of
shareholders or a special meeting of shareholders;(g)
    
    non-business day means Saturday, Sunday and any other day
that is a holiday as defined in the Interpretation Act(Canada);(h)
    
    officer means an officer of the Corporation as defined in
the Act; and(i)
    
    person includes an individual, partnership, association,
body corporate, trustee, executor, administrator or legal representative.
 1.2 Interpretation
  (a)
    
    words importing the singular include the plural and
vice-versa; and words importing gender include all genders; and(b)
    
    all words used in this by-law and defined in the Act shall
have the meanings given to such words in the Act or in the related Parts
thereof.




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ARTICLE 2
GENERAL BUSINESS
 2.1 Registered Office
  2.2 Seal
  2.3 Financial Year
 last Sunday 30th day
 2.4 Execution of Instruments
  2.5 Execution in Counterpart, by Facsimile, and by Electronic Signature
 (a)
    
    Subject to the Act, any instrument or document required or
permitted to be executed by one or more persons on behalf of the Corporation
may be signed by means of secure electronic signature (as defined in the Act)
or facsimile;(b)
    
    Any instrument or document required or permitted to be
executed by one or more persons may be executed in separate counterparts,
each of which when duly executed by one or more of such persons shall be an
original and all such counterparts together shall constitute one and the same
such instrument or document;(c)
    
    Subject to the Act, wherever a notice, document or other
information is required under the Act or the by-laws to be created or
provided in writing, that requirement may be satisfied by the creation and/or
provision of an electronic document.
  2.6 Voting Rights in Other Bodies Corporate




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2.7 Banking Arrangements
  ARTICLE 3
BORROWING
 3.1 Borrowing
  (a)
    
    borrow money upon the credit of the Corporation;(b)
    
    issue, reissue, sell or pledge debt obligations of the
Corporation;(c)
    
    to the extent permitted by the Act, give, directly or
indirectly, financial assistance to any person by means of a loan, a
guarantee to secure the performance of an obligation or otherwise; and(d)
    
    mortgage, hypothecate, pledge or otherwise create a
security interest in all or any property of the Corporation, owned or
subsequently acquired, to secure any obligation of the Corporation.
 3.2 Delegation
  ARTICLE 4
DIRECTORS
 4.1 Duties of Directors




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4.2 Qualification
  4.3 Eligibility Requirements at Meetings
  (a)
    
    a resident Canadian director who is unable to be present
approves in writing or by telephone or other communications facilities the
business transacted at the meeting; and(b)
    
    the required number of resident Canadian directors would
have been present had that director been present at the meeting.
 4.4 Quorum
  4.5 Calling of Meetings
 
 4.6 Notice of Meetings
  (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 additional directors;(c)
    
    issue securities;(d)
    
    issue shares of a series under section 27 of the Act;




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(e)
    
    declare dividends;(f)
    
    purchase, redeem or otherwise acquire shares issued by the
Corporation;(g)
    
    pay a commission referred to in section 41 of the Act;(h)
    
    approve a management proxy circular referred to in Part
XIII of the Act;(i)
    
    approve a take-over bid circular or directors circular
referred to in Part XVII of the Act;(j)
    
    approve any financial statements referred to in section 155
of the Act; or(k)
    
    adopt, amend or repeal by-laws.
 4.7 First Meeting of New Board
  4.8 Chairperson and Secretary
  4.9 Votes to Govern
  4.10 Participation by Telephonic, Electronic or other Communication Facility




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4.11 Electronic Voting
  4.12 Conflict of Interest
  ARTICLE 5
COMMITTEES
 5.1 Audit Committee
  5.2 Other Committees
  5.3 Procedure




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ARTICLE 6
OFFICERS
 6.1 Appointment of Officers
  ARTICLE 7
PROTECTION OF DIRECTORS AND OFFICERS
 7.1 Limitation of Liability
  (a)
    
    the acts, receipts, neglects or defaults of any other
director, officer, employee or agent of the Corporation or any other person;(b)
    
    any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired by,
for, or on behalf of the Corporation, or for the insufficiency or deficiency
of any security in or upon which any of the moneys of the Corporation shall
be loaned out or invested;(c)
    
    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 any moneys, securities or other assets
belonging to the Corporation shall be lodged or deposited;(d)
    
    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;(e)
    
    any other loss, damage or misfortune whatever which may
happen in the execution of the duties of the directors or officers
respective office or in relation thereto,




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7.2 Indemnity of Directors and Officers
 (a)
    
    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 such individual in
respect of any civil, criminal or administrative, investigative or other
proceeding in which the individual is involved because of that association
with the Corporation or other entity.(b)
    
    The Corporation may not indemnify an individual under
paragraph (a) unless the individual:
 (i)
    
    acted honestly and in good faith with a view to the best
interests of the Corporation or other entity for which the individual acted as
a director or officer or in a similar capacity at the Corporations request, as
the case may be; and(ii)
    
    in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds for
believing that his conduct was lawful.
 (c)
    
    The Corporation shall advance moneys to such individual for
the costs, charges and expenses of a proceeding referred to in paragraph (a)
provided such individual agrees in advance, in writing, to repay the moneys
if the individual does not fulfill the condition of paragraph (b).(d)
    
    If required by an individual referred to in paragraph (a),
the Corporation shall seek the approval of a court to indemnify such
individual or advance moneys under paragraph (c) in respect of an action by
or on behalf of the Corporation or other entity to procure a judgment in its
favour, to which such individual is made a party because of the individuals
association with the Corporation or other entity as described in paragraph
(a), against all costs, charges and expenses reasonably incurred by the
individual in connection with such action, if the individual fulfills the
conditions set out in paragraph (b).(e)
    
    Notwithstanding paragraph (a), an individual referred to in
paragraph (a) is entitled to indemnity from the Corporation in respect of all
costs, charges and expenses reasonably incurred by the individual in
connection with the defence of any civil, criminal, administrative,
investigative or other proceeding to which the individual is subject because
of the individuals association with the Corporation or other entity as
described in paragraph (a), if the individual seeking indemnity:




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(i)
    
    was not adjudged by the court or other competent authority to
have committed any fault or omitted to do anything that the individual ought to
have done; and(ii)
    
    fulfills the conditions set out in paragraph (b).
 7.3 Indemnification of Others
  7.4 Insurance
  7.5 Indemnities Not Exclusive
  ARTICLE 8
MEETINGS OF SHAREHOLDERS
 8.1 Annual Meetings
  8.2 Place of Meetings
  8.3 Notice of Meetings
  8.4 Participation in Meeting by Electronic Means




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8.5 Electronic Meetings
  8.6 Chairperson and Secretary
  8.7 Persons Entitled to be Present
  8.8 Quorum
 20 25
 8.9 Shareholder Representatives




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8.10 Time for Deposit of Proxies
  8.11 Voting
  8.12 Ballots
  8.13 Electronic Voting
 (a)
    
    Notwithstanding section 8.11, any person participating in a
meeting of shareholders by telephonic, electronic, or other communication
facility in accordance with section 8.4 and entitled to vote at the meeting
may vote by means of the telephonic, electronic or other communication
facility that the Corporation has made available for that purpose.(b)
    
    Any vote referred to in section 8.11 or 8.12 may be held
entirely by means of a telephonic, electronic or other communication facility
if the Corporation makes available such a communication facility, provided,
in each case, that the facility:




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(i)
    
    enables the votes to be gathered in a manner that permits their
subsequent verification; and(ii)
    
    permits the tallied votes to be presented to the Corporation
without it being possible for the Corporation to identify how each shareholder
or group of shareholders voted.
 8.14 Casting Vote
  ARTICLE 9
SHARES/SECURITIES
 9.1 Issuance
  9.2 Securities Records
  (a)
    
    the names, alphabetically arranged, and the latest known
address of each person who is or has been a holder;(b)
    
    the number of shares or other securities held by each
holder; and(c)
    
    the date and particulars of the issue and transfer of each
share or other security.
 9.3 Transfer Agents and Registrars
  9.4 Non-recognition of Trusts




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9.5 Security Certificates
  (a)
    
    any director or officer of the Corporation;(b)
    
    a registrar, transfer agent or branch transfer agent of the
Corporation or an individual on their behalf; or(c)
    
    a trustee who certifies it in accordance with a trust
indenture.
  ARTICLE 10
DIVIDENDS AND RIGHTS
 10.1 Dividends
  10.2 Dividend Cheques
  10.3 Non-receipt of Cheques




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10.4 Unclaimed Dividends
 six two
 ARTICLE 11
MISCELLANEOUS
 11.1 Timing of Delivery of Notices
 (a)
    
    Any notice, document or other information delivered to a director, officer,
shareholder, auditor or member of a committee of the board by prepaid mail addressed
to, or delivered personally to the director, officer, shareholder, auditor or member of
a committee of the board at the latest address as shown in the records of the
Corporation shall be deemed to be received at the time it would be delivered in the
ordinary course of mail unless there are reasonable grounds for believing that the
addressee did not receive the notice, document or other information at that time or at
all.(b)
    
    Subject to the Act, wherever a notice, document or other information is
provided to a person in the form of an electronic document in accordance with section
2.5, such document shall be deemed to have been provided at the time it leaves an
information system within the control of the originator or another person who provided
it on behalf of the originator, and shall be deemed to have been received when it
enters the information system designated by the addressee.
 11.2 Waiver of Notice
  11.3 Omissions and Errors




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11.4 Invalidity
  11.5 Effective Date
  11.6 Repeal