BY-LAW N0. 1





A by-law relating generally to the transaction of the business and affa i rs of








REYNOLDS CONSUMER PRODUCTS CANADA INC.














TABLE OF CONTENTS


SECTION ONE INTERPRETATION    1


1 . 1 Definitions 1


1.2    Unanimous Shareholder Agreement.    2


SECTION TWO BUSINESS OF THE CORPORATION    3


2. 1 Registered Office    3


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|2.2 | Corporate Seal.    3

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|2.3 | Financial Year3

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|2.4 | Execution of Instruments3

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|2.5 | Banking Arrangen1ents    3

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|2.6 | Voting Rights in Other Bodies Corporate    3

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|2.7 | Divisions    3

SECTION THREE DIRECTORS    5


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|3.1 | NumberofDirectors    5

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|3.2 | Qualification    5

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|3.3 | Electionand Tenn    5

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|3.4 | Removal of Directors    5

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|3.5 | Vacation of Office    5

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|3.6 | Vacancies5

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|3.7 | Action by the Board    6

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|3.8 | Meeting by Telephone    6

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|3.9 | Place of Meetings    6

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|3.10 | Calling of Meetings    6

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|3.11 | Notice of Meeting    6

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|3.12 | First MeetingofNe\v Board    6

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|---- | ----------------------
|3.13 | Adjourned Meeting    6

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|3.14 | Regular Meetings    6

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|3.15 | Chair    7

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|---- | -----------
|3.16 | Quorum    7

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|3.17 | Votes to Govern    7

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|---- | --------------------------
|3.18 | Conflict of Interest.    7




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|3.19 | RemunerationandExpenses    7







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SECTION  FOUR COMMITTEES 8


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|4.1 | Committeesof theBoard8

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|4.2 | TransactionofBusiness8

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|4.3 | Advisory Bodies    8

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|4.4 | Quorum and Procedure    8

SECTION FIVE OFFICERS    9


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|5.1 | Appoint1nent.9

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|5.2 | Chair oftheBoard    9

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|--- | ---------------
|5.3 | President.    9

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|5.4 | Secretary    9

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|5.5 | Treasurer    9

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|5.6 | Po\versandDuties of Officers    9

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|5.7 | Tenn ofOffice10

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|--- | ---------------------
|5.8 | Agents andAttorneys10

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|--- | -----------------------
|5.9 | Conflict of Interest.10

SECTION SIX PROTECTION OF DIRECTORS, OFFICERS AND OTHERS    11


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|6.1 | Limitation of Liability    11

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|--- | -----------
|6.2 | Indemnity11

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|--- | -----------
|6.3 | Insurance12

SECTION SEVEN SHARES 13


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|7.1 | IssuancesofShares    13

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|--- | ---------------------------
|7.2 | Register of Transfers    13

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|--- | --------------------------
|7.3 | Registration ofTransfers13

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|--- | -----------------------------------
|7.4 | Dealing withRegisteredHolders    13

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|7.5 | Share Certificates13

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|--- | ---------------------------------------
|7.6 | Replacement of Share Certificates    13

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|7.7 | Joint Shareholders    14

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|7.8 | Deceased Shareholders14

SECTION EIGHT DIVIDENDS 15


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|8.1 | Dividends15

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|8.2 | Record Date for Dividends15

SECTION NINE MEETINGS OF SHAREHOLDERS 16


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|9.1 | Annual Meetings16

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|9.2 | SpecialMeetings16

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|--- | ----------------------------
|9.3 | MeetingsbyElectronic Means16

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|9.4 | Place of Meetings    16

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|9.5 | Noticeof Meetings    16

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|--- | ----------------------------------------
|9.6 | List of Shareholders Entitledto Notice16

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|--- | ---------------------------
|9.7 | Record Date forNotice    17

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|9.8 | MeetingsWithout Notice17

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|9.9 | Chair,SecretaryandScrutineers17

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|---- | ------------------------------------
|9.10 | Persons Entitledto be Present.    17







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|9.11 | Quonun    18

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|---- | -------------------
|9.12 | Right to Vote    18

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|---- | ------------------------------------
|9.13 | ProxyholdersandRepresentatives    18

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|---- | --------------------------------
|9.14 | Tilne for DepositofProxies    18

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|9.15 | Joint Shareholders    18

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|---- | ---------------------
|9.16 | Votes to Govern    19

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|9.17 | Sho\VofHands    19

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|---- | ---------
|9.18 | Ballots19

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|9.19 | Adjourn1nent    19

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|---- | --------------------------------------
|9.20 | Actionin Writing by Shareholders    19

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|9.21 | OnlyOneShareholder.20

SECTION TEN NOTICES 21


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|10.1 | MethodofGivingNotices    21

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|10.2 | Notice to Joint Shareholders21

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|10.3 | Co1nputationofTi1ne    21

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|---- | --------------------
|10.4 | UndeliveredNotices21

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|10.5 | On1issionsandErrors21

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|---- | -----------------------------------------
|10.6 | PersonsEntitledby DeathorOperationofLaw21

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|---- | --------------------
|10.7 | WaiverofNotice    22

SECTION ELEVEN EFFECTIVE DATE 23


11.1    Effective Date    23








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BE IT ENACTED as a by-law of the corporation as follows:





SECTION ONE INTERPRETATION


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|1.1 | Definitions.  In the By-Laws, unless thecontext otherwiserequires:




"Act" means the Business C01poratio11s Act (Ontario), or any statute that may be substituted for it, and the regulations to it, as from time to time amended.





"Articles" means the articles on which is endorsed the certificate of incorporation of the Corporation as from time to time amended or restated .





"Board" means the board of directors of the Corporation.





"By-laws" means This By-Law and all other by-laws of the Corporation from time to time in force and effect.





"Corporation" means the corporation incorporated under the Act by the said certificate endorsed on the Articles and named "REYNOLDS CONSUMER PRODUCTS CANADA  INC.".





''Director" means a member of the Board.





"Meeting of Shareholders" includes an annual meeting of shareholders and a Special Meeting of Shareholders; and "Special Meeting of Shareholders" includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders .





"Recorded Address" means: in the case of a shareholder, the address as recorded in the securities register; 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; in the case of an officer, auditor or member of a committee of the Board, the latest address as recorded in the records of the Corporation; and in the case of a Director, the latest address as recorded in the records of the Corporation or in the most recent


notice filed under the C01poratio11s Infor111atio11 Act (Ontario), whichever is the more current.





"This By-Law" means this By-Law No. 1 of the Corporation.





Except as provided above, words and expressions defined in the Act, including "resident Canadian" and "unanimous shareholder agreement", have  the same meanings when used herein.  Words importing the singular number include the plural and vice versa ; words importing a person include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural  person in his or her capacity as trustee, executor, administrator, or other legal representative.





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1.2    Unanimous Shareholder Agreement. The provisions of the By-Laws shall be subject to any unanimous shareholder agreement entered into from time to time.  In the event of any conflict between any provision of the By-laws and any provision of any unanimous shareholder agreement, the provision of th e unanimous shareholder agreement shall prevail to the extent of the conflict, and the Directors and the shareholders shall amend the By-laws accordingly.

















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SECTION TWO BUSINESS OF THE CORPORATIO N


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|2.1 | Registered Office.Theregistered office of the Corporationshall bein themunicipalityorgeographictownship within Ontarioinitiallyspecified in itsArticles and

th e r ea ft e r a s th e s harehold e r s ma y fr o m tim e t o time d e termine by s p ec i a l reso lut io n a nd a t suc h l oca ti o n within s u c h municip a lit y o r t ow n s hi p as th e B oa rd ma y fr o m tim e to tim e d e t e r m in e.





2.2  Corporate Seal.  Th e Corporation m ay , but nee d not h ave , a co r porate seal and i f o n e i s ado pt e d it s h a ll b e in a fo rm approve d fro m tim e to tim e b y th e B oard.





2.3  Financial Year . Un t i l c h a n ged b y t h e Boa r d, t he fi n anc i al year of the Cor p ora ti o n s hall e nd on th e l ast d ay of Dece mb e r in eac h y e ar .





2.4  Execution  of Instrum e nt s .  D eeds, t ra n sfe r s, a ss i g n me n ts, contrac t s , ob l igat i o n s , ce rtifi ca t es and other in s trum e nt s m ay be signe d on be h a lf of th e Co r pora ti on by t wo pe r s o n s, o n e of w h o m h o ld s the o ffi ce of c h a i r of th e Boa rd , pre s ident , v ic e- p res i dent o r i s a D ir ec t or a n d th e o th e r of w h o m i s a Dir ec t or o r h o ld s o n e of th e s aid o ffi ces or t h e off i ce of secre t a r y , tr eas ur e r, ass i s tant s e c retar y o r ass i s t a nt tr eas ur e r o r a ny oth e r o ffi c e crea t ed by T h is B y- L aw or b y t h e Boa rd. Jn additi o n , th e B o ard o r th e s aid t w o p e r s o ns ma y fro m t im e t o tim e dir ec t th e


m a nn e r in whi c h and th e p e r so n o r p e r so n s b y w h om a ny par t i c ul ar in st rum e nt o r cl ass of in s trum en t s m ay o r s hall be s i gne d , p rovi d e d th a t in the case o f s h a r e cer ti fica t es at a ll ti m es a t


l east o n e Dir ec tor o r offi ce r of th e Co r pora ti o n i s r eq ui re d to s i g n. A n y s i gning off i ce r may affix th e corpora t e seal to a n y in st rum e nt r eq uir i n g it.





2.5  Banking Arran g ement s . T h e ba n ki n g bu si n ess of t he Corpora t ion, includin g , wit h o u t lim i t a ti o n , th e b or ro w in g of m o n ey a n d th e g i v in g o f secur it y fo r i t, s h a ll be t r a n sac t ed wit h s uc h b a nk s, tru s t c omp a ni es or ot h e r b odies corpora t e o r o r ga ni zat i o n s as may from t ime t o tim e b e d es i g n ate d b y o r u n de r t he a uth o rit y of th e B oa rd . Su c h b a n k i ng b us in e ss o r a n y par t of


i t s h a ll b e tra n sac t e d und e r s u c h ag r e e m e nt s, in s tru c ti o n s a nd d e l egat i o n s o f po w e r s a s t he Board m ay fro m tim e to tim e pr esc rib e.





2.6  Voting Rights  in Other Bodi e s Corporate.   Th e s i g nin g o ffi ce r s of th e Co rp o ration un de r S e ctio n 2 .4 m a y exec ut e a nd d e l i v e r p ro x i e s and arran ge for th e i ss u a n ce o f vo tin g cert i fica t es o r oth er e vid e n ce of th e ri g ht t o exe r c i se t he vo tin g ri g ht s a tt ac hin g to a n y s ecur iti es h e ld b y th e Co r pora ti o n . S u c h in st rum e nt s s h a ll be in favo ur of s u c h pe r so n s as may be d e t er mi ne d by t h e offi ce r s execu t i n g or arra n ging fo r th e m. In addition , t h e Boa r d may from tim e t o tim e d ir ec t th e m a nn e r in which a n d th e perso n s b y w h o m a n y pa r ticu l ar voting r i g ht s or clas s of vo t ing r ig ht s ma y o r s h a ll b e exercised.





2.7  Division s.  T h e Boa r d m ay ca u se th e bu s in ess and operatio n s of th e Co r pora ti on o r a n y par t of th e m to b e di v id e d int o o n e o r m o r e di v i s i o n s up o n s u c h bas i s , inclu din g, w i t h o u t li m it a t io n , typ es o f bu s in ess o r o p era ti o n s, geogra phi ca l t e rrit o ri es, prod u ct l in es o r goods o r se r vices, as m ay b e co n s i dere d appropr i ate in eac h case. In co n nect i o n w ith a n y s u c h di v i s i o n ,





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t he Boa rd o r s u bject to a n y d i r ect i o n b y th e Boa r d, th e c h ie f e x ec uti ve office r may a uth o r ize fro m t i m e t o t im e, upo n s u c h b as i s as m ay be co n s i dere d ap p ropr i a t e i n eac h ca s e :








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|(a) | Subdivision and Co11solidation.the further division of the business and operations of anysuchdivision into sub-units andtheconsolidation of the business and operations of anysuchdivisions and sub-units;




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|(b) | Name.thedesignation of anysuchdivision or sub-unit by, and the carrying on ofthebusinessandoperations of any such division or sub-unit under,aname other than the name of the Corporation, providedthat theCorporation shall set out its nameinlegible characters in all places required by law; and




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|(c) | Officers.theappointmentof officers for any such division or sub-unit, the determination of their powers and duties, and theremovalof any of such off icers so appointed, providedthatanysuchofficers shall not, as such, be officers oftheCorporation.
















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SECTION THREE DIRECTORS


3.1 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 th e Articles.





3.2  Qualification.  No person shall be qualified for election as a Director if such person is less than 18 years of age, has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere , is not an individual, or has the s tatu s of a bankrupt.  A Director need not be a shareholder.  A person elected as a Director shall consent in wri ting to act as a Director as required by the Act.  Subject to the Act, at least 25 per cent of the Directors shall be r esident Canadians, or if the number of Directors is fewer than four, at least one Director shall be a resident Canadian.





3.3  Election and Term. Each Director named in the Articles shall hold office from the elate of incorporation until the first Meeting of Shareholders.  The election of Directors shall take place at each annual meeting of shareholders and all the Directors then in office shall retire but, if qualified, shall be eligible for re-election.  Subject to the Act, the number of Directors to be elected at any such Meeting of Shareholders shall be the number of Directors determined from time to t ime by special resolution or, if the special resolution empowers the Directors to determine the number, by resolution of th e Board. If the shareholders adopt an amendment to the Articles to increase the numb er or maximum number of Directors, the shareholders may, at the Meeting of Shareholders at which they adopt the amendment, elect t he additional number of Directors authorized by the amendment to take office from the effective date of the endorsement of the articles of amendment with respect thereto. The election shall be by resolution . If an election of Directors is not held at the proper time, the incumbent Directors shall continue in office until their successors are elected.





3.4  Removal of Directors.  Subject to the Act, the shareholders may by ordinary resolution passed at any Meeting of Shareholders remove any Director from office and the vacancy created by such removal may be filled at suc h Meeting of Shareholders, failing which it may be filled by the Board.





3.5  Vacation of Office . A Director ceases to hold office on death, on removal from office by the shareholders, on ceasing to be qualified for election as a Director, on receipt by the Corporation of a written resignation of such Director , or , if a time is specified in such resignation, at the time so specified, whichever i s later.  Until the first Meeting of Shareholders, the resigna tion of a Director named in the Articles shall not be effective unless at the time the resignation is to become effective a successor has been elected.





3.6  Vacancies.  Subject to the Act, a quorum of the Board may appoint a qualified individual to fill a vacancy in th e Board.








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3.7  Action by the Board . Subject to any unanimous shareholder agreement, the Board shall manage or supervise the management of the business and affairs of the Corporation. The powers of the Board may be exercised at a meeting of the Board (subject to Section 3 . 8) at which a quorum is present or by resolution in writing signed by all the Directors e ntitled to vote on that resolution at a meeting of the Board. If there is a vacancy in the Board, the remaining Directors may exercise all the powers of the Board so long as a quorum remains in office. If the Corporation has a Board consisting of only one Director, that Director may constitute a meeting.





3.8  Meeting by Telephone. If all the Directors consent generally or in respect of a particular meeting, a Director may participate in a meeting of the Board or of a committee of the Board 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 such a meeting by such means is deemed to be present at the meeting.  Any such consent shall be effec tive whether given before or after th e meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board.





3.9  Place of Meetings. Meetings of the Board may be held at any place within or outside Ontario, and in any financial year of the Corpora tion a majority of the meetings of the Board need not be held in Canada.





3.10  Calling of Meetings.  Meetings of the Board shall be held from time to t ime at such time and at such place as the Board, the chair of th e Board, the president or any t wo Directors may determine.





3.11  Notice of Meeting.  Notice of the time and place of each meeting of the Board shall be given in the manner provided in Section 10 to each Director (a) not less than seven days before the time when the meeting is to be held if the notic e is mailed, or (b) not less tha n 48 hours before the time the meeting is to be held if th e notice is given personally, or is delivered or is communicated by any means of tran smitted or recorded communication.  A notice of a meeting of the Board need not specify the purpose of or the business to be transacted at the meeting except where th e Act requires such purpose or business or the general nature of it to be specified.





3.12  First Meeting of New Board.  Provided a quorum of Directors i s present, each newly elected Board may without notice hold its first meeting immediately following the Meeting of Shareholders at which such Board is elected.





3.13  Adjourned Meeting.  Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.





3.14  Regular Meetings.  The Board may appoint a clay or clays in any month or months for regular meetings of the Board 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 promptly after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose of the regular meeting or the business to be transacted at it to be specified.








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3.15  Chair. The chai r of any m ee tin g of th e B oa rd s h all b e the fi r st mentioned of the fo ll ow in g office r s as have been appoi nt ed a nd who is a Dire c tor and i s present a t th e meeting: chair of the B oa rd o r presid en t. If n o s u c h off ic e r i s pre se nt, th e Dir ec t o r s present s h a ll c h oose o n e of their numb e r to be chair.





3.16  Quorum . Subject to Sections 3.7 and 3. 18, th e quorum fo r the t ra n sact i o n of business at any meeting of the Board s h a ll be two - fifth s of the number of Directors or minimum numb e r of Directors, as the case may be, o r s u c h greater number of Dire c tor s as th e Board may from time to time determine . If the Corporation h as fewer than thr ee Dir ectors, all the Directors s h a ll be presen t to constitute a qu o rum.





3.17  Votes to Govern. At a ll meetings of the Board every question s h all be decided b y a majority of the votes cast on th e questio n . S ubje c t to any unanimous shareholder ag r ee m en t , in case of an eq u a li ty of votes th e c h a ir of the meeting s h a ll n ot be e ntitl ed to a second or cas tin g vote.





3.18  Conflict of Interest. A Director who i s a party to , or who i s a d ir ec t or o r off i cer of or h as a mat e rial interest in any person who i s a part y to , a mat e rial contract or transaction o r proposed material contract or transaction with the Corporation s hall di sclose to th e Corporat ion th e n a tur e and ex tent of that intere s t at th e tim e a nd in th e man ner provided by th e Act. S u ch a Director shall not attend any part of a meeting of Dire c tors during which th e co ntract o r


tran sact ion i s di sc u sse d and s h a ll not vote on any r eso lution to approve th e co n trac t or


tran sactio n excep t as provided by th e Act. If no quorum exists fo r th e pur pose of voti n g on suc h a resolution only b ec aus e a Dir ec t or i s n ot permitted to be present at the meeting, the remaining Directors s h a ll be deemed to co n s titute a quorum for the purposes of voti n g on the resolution. If a ll of th e Directors are r e quir ed to make disclosure und er this section, the contract or transact ion may o nly b e approved by the s h a r e h o ld ers .





3.19  Remuneration and Expenses.   Subject t o any u n a nim ous share h o l der agreeme n t, the Directors s h a ll be paid s u ch remuneration for their serv i ces as t he Board m ay from t im e to


time det erm in e . The Dire c tor s s h a ll a l so be entitled to be reimbur sed fo r traveling and o th er expe n ses prop e rly incurred by them in a tt ending m eet in gs of th e B oa rd o r any co mm ittee of the Board . Nothing in This By -Law s hall preclude any Dire c tor fr o m servi n g the Corporat i on in a n y o th er capaci t y and r eceiv in g r e mun era ti o n therefor.

















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SECTION FOUR COMMITTEES





4.1  Committees of the Board. The Board may appoint one or more committees of the Board, however designa t ed, and delegate to any s uch 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.





4.2  Transaction of Business. The powers of a committee of the Board may be exercised by a meeting at which a quorum (as referenced in Section 4.4) is pre s ent or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee.  Meetin g s of such committee may be held at any place in or outside Ontario.





4.3  Advisory Bodies . The Board may from time to time appoint such advisory bodie s a s it may deem advisable .





4.4  Quorum and Procedure. Unless otherwise determined by the Board , each committee and advisory body shall fix its quorum at not less than a majority of its members , elect its chair and regulate its procedure.

















SECTION FIVE OFFICERS


5.1  Appointment.   Subject to any unanimous shareholder agreement, th e Board may from time to time appoint a presid e nt, one or more vice-presidents (to which titl e may b e added word s indicating seniority or function), a sec r e tary, a treasurer and s uch other officers as the Board may determine, including o ne or mor e ass i s tants to any of the officers so appointed.  A p e r son may hold more than one office.  The Board may specify the duties of and, in accordance with This By-Law and subject to th e Act, delegate to s uch officers pow ers to manage the bu s in ess a nd affairs of the Corporation.  Subject to S ec tion 5.2, an officer may but need not be a Dir ec tor.





5.2  Chair of the Board . The Board ma y from time to t ime also appo int a c h a i r of the Board who s hall be a Director. If appointed, th e Board may assign to t h e c h a i r a n y of the powers a nd duties that are by any provi sio n s of This By-Law assigned to the pr eside nt. T h e cha ir sha ll


h ave s u c h other power s and dutie s as the Board may s pe c ify.





5.3  President.  Th e pre s id e nt s h a ll be the chief operating officer a nd, s ubj ec t to t he authority of the Board, shall hav e ge neral s up erv i s ion of the bu si ne ss of th e Corporation a nd s uch other powers and dutie s as the Board may s pecify.








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5.4  Secretary.  Unle ss otherwise determined by the Bo ar d , t he sec r e t a r y s h a ll b e the secreta ry of all meetings of th e Board, M ee t i n gs of Shareholders and comm i tt ees of the Board


th at the sec retary a tt e nd s. Th e sec r e t a ry s hall enter or cause to be en t e r ed in r ecords kept for th at purpose minutes of a ll proceedings at m ee tin gs of the Board, M eetings of Shareholders and co mmitt ees of the Board , whether or n ot in attendance a t s u c h m ee tin gs. The secretary s h all give o r ca u se to b e g i ve n , as and when in s tru c t ed, a ll n ot i ces to s h a r eho ld ers, Directors, officers, auditors a nd m e mb e r s of committees of th e B oar d . The sec ret ary s h a ll be th e c u s t odia n of the sta mp or m ec h a ni ca l d ev ic e generally u sed fo r affix in g th e corporate sea l of t h e Corpora tion a nd of all books, records a nd in s trum e nt s belongi ng to the Corporation, except when so m e o th er officer or agent ha s b ee n appointed fo r that purpose, and ha ve such other powers and du t i es as


th e Board may s p ec ify .





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|5.5 | Treasurer.Thetreasurershall keepproper accounti ng recordsincompliance

wi th th e Act and s hall b e re s pon s ibl e for th e deposit of money, the safe k eep in g of sec uriti es a nd th e disbursement of the fund s of th e Co rp ora ti o n . The tre as urer s hall r e nd e r to the Board whenever r equ ir e d a n account of all transactions as tr eas ur e r a nd of the financial position of the Co rp ora ti o n a n d shall hav e s uch other powe r s a nd dutie s as the Board may specify .





5.6  Powers and Duties of Officers.  Th e powers a nd duti es of a ll officers shall be in acco rdan ce with the term s of their e n gage m e nt or as th e B oa rd o r (except for t h ose whose p owers a nd dutie s are to b e specifie d o nl y by th e Boa rd) the chief exec u t i ve officer may specify .


Th e Board and (except as provided above) the chief exec utiv e officer ma y, from time t o time and su bj ec t t o th e provisions of the Act, vary, acid to o r limit the powers and d uti es of a ny officer.


Any of th e powers and dutie s of a n office r t o whom an assistant ha s b ee n appointed may b e








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exercised and performed by such assistant, unless the Board or the chief executive officer otherwise directs .





5.7  Term of Office. The Board, in its discretion, may remove any officer of the Corporation.  Otherwise each officer appointed by the Board shall hold office until a successor is appointed or until the officer resigns.





5.8  Agents and Attorneys. The Corporation, by or under the authority of the Board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to subdelegate) of management, administration or otherwise as the Board thinks fit.





5.9  Conflict of Interest. An officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation shall disclose to the Corporation the nature and extent of that interest at the time and in the manner provided by the Act.

















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SECTION SIX





PROTECTION OF DIRECTORS OFFICERS AND OTHERS








6.1  Limitation of Liability . All Directors and officers of the Corporation  in exercising their powers and discharging their duties to the Corporation shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circums tance s. Subject to the foregoing and provided that nothing herein shall relieve any Director or officer from the duty to act in accordance with the Act or from liability for any breach of it, no Director or officer shall be liable:





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|(a) | fortheacts, omissions, failures, neglects or defaults of any other Director, officer or employee;




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|(b) | for any loss, damage or expense incurred bytheCorporation through the insufficiency or deficiency oftitle toany propertyacquiredfor or on behalf of the Corporation;




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|(c) | for the insufficiency or deficiency of anysecurityin or upon which any ofthemoney of the Corporation shall be invested;




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|(cl) | for any loss, damage or expense arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the money,securitiesor effects of the Corporation shall be deposited;




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|(e) | for any loss, damage orexpensearising from any error of judgment or oversight on the part ofsuchDirector or officer; or




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|(t) | for any other loss, damage or expense arising fromtheexecution of the duties of office or in relation thereto.







6.2
 Indemnity.





(I ) Subject to the Act and to Section 6.2(2), the Corporation shall:





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|(a) | indemnifyany individual who is or was a Director or officer of the Corporation and any individual who acts or acted attheCorporation's request as a director or officer (or any individual acting in asimilarcapacity) of another entity,against all costs, charges and expenses, including,withoutlimitation, an amount paid tosettlean action or satisfy a judgment, reasonably incurred by anysuchindividual in respect of any civil, criminal, administrative, investigative or other proceeding in whichsuchindividual is involved because of his/her association with the Corporation or such other entity; and




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|(b) | advancemoneytoa Director, officer or other individual forthecosts, charges, and expenses of a proceedingreferredtoinSection 6.2(1 )(a).  The individual







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shall repay the money if such individual does not fulfill the conditions of Section 6.2(2).





(2) The Corporation shall not indemnify an individual under Section 6.2(1) unless such individual:





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|(a) | actedhonestlyandingood faith with a viewto the bestinterests oftheCorporation or, asthecasemaybe,tothe best interests of the other entity for which such individual acted as a director or officer (or in a similar capacity) at the Corporation's request; and




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|(b) | inthecase of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believingthatsuch individual's conduct was lawful.




(3) The Corporation shall also indemnify any individuals referred to in Section 6.2(l)(a) in such other circumstances as the Act or law permits or requires.  Nothing in This By-Law shall limit the right of any individual entitled to indemnity to claim indemnity apart from the provisions of This By-Law.





6.3 Insurance. Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of any individual referred to in Section 6.2(1)(a) as the Board may from time to time determine.

















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SECTION SEVEN SHARES





7.1  Issuances of Shares. Subjec t to the Act, the Articles and any unanimous shareholder agreement, the Board may issue 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 Board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.





7.2  Register of Transfers. The Corporation shall cause to be kept a register of transfers in which all transfers of shares of the Corporation in registered form and the elate and other particulars of each transfer shall be set out.





7.3  Registration of Transfers. Subject to the Securities  Transfer Act, 2006 (Ontario), no transfer of a share of the Corporation shall be registered in a securities register except (a) on presentation of the certificate, if any issued by the Corporation, representing the share with an endorsement that complies with the Securities Transfer Act, 2006 (Ontario) made on or delivered with it duly executed by an appropriate person as provided by the Securities Tramfer Act, 2006 (Ontario), together with such reasonable assurance that the endorsement is genuine and effective as the Board may from time to time require, (b) on payment of all applicable taxes and any reasonable fees required by the Board , (c) on compliance with the restrictions on issue, transfer or ownership authorized by the Articles or any unanimous shareholder agreement.





7.4  Dealing with Registered Holders . Subject to the Act, the Corporation may treat the registered holder of any share of the Corporation as the person exclusively entitled to vote , to receive notices, to receive any dividend or other payment in respect of the share, and otherwise


to exercise all the rights and powers of an owner of the share.





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|7.5 | Share Certificates.




( l )    Subject t o Sec t ion 7.5(2), every holder of one or more shares of the Corporation shall be entitled, at the holder's option, to a share certificate, stating the number and class or series of shares held by such holder as shown in the securities register.  Such certificates shall be in such form as the Board may from time to time approve and need not be under the corporate seal.  Ai1y such certificate shall be signed in accordance with Section 2.4.





(2)    Unless otherwise provided in the Articles, the Board may provide by resolution that any or all classes and series of shares of the Corporation shall be uncertificated shares, provided that such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.





7.6  Replacement of Share Certificates. The Board, or any officer or agent designated by the Board, may direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, apparently destroyed or wrongfully taken, on payment of such











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reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the Board may from time to time prescribe, whether generally or in any particular case.





7.7  Joint Shareholders. If two or more persons are registered as joint holders of any share of the Corporation, the Corporation shall not be bound to issue more than one certificate in respect of such share, 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 of such share or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.





7.8  Deceased Shareholders. In the event of the death of a holder, or of one of the joint holders, of any share of the Corporation, the Corporation shall not be required to make any entry in the securities register in respect of the death or to make any dividend or other payments in respect of the share except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation.

















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SECTION EIGHT DIVIDENDS


8.1  Dividends. Subject to the Act, the Articles and any unanimous shareholder agreement, the Board 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 or options or rights to acquire fully paid shares of the Corporation.





8.2  Record Date for Dividends. The Board may fix in advance a elate, preceding by not more than 50 clays the elate for the payment of any dividend, as a record elate for the determination of the persons entitled to receive payment of such dividend , and notice of any such record elate shall be given not less than seven days before such recor d elate in the manner


provided by the Act. If no record elate is so fixed, the record elate for the determination of the


persons entitled t o receive payment of any dividend shall be at the close of business on the day on which the resolution relating to such dividend is passed by the Board.














































































































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SECTION  NINE MEETINGS  OF SHAREHOLDERS





9.1  Annual Meet i ngs. The annual meeting of shareholders shall be held at such time in each year and, subject to Section 9.4, at such place as the Board may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting of shareholders, electing Directors, appointing auditors and for the transaction of such other business as may properly be brought before the annual meeting of s hareholders.





9.2  Special Meetings. The Board shall have power to call a Special Meeting of Shareholders at any time.





9.3  Meetings by Electronic Means. A Meeting of Shareholders may be held by telephonic or electronic means and a shareholder who, through those means, votes at the Meeting of Shareholders or establishes a communications link to the Meeting of Shareholders shall be deemed for the purposes of the Act to be present at the Meeting of Shareholders.





9.4  Place of Meetings . Subject to the Articles and any unanimous shareholder agreement, Meetings of Shareholders shall be held at such place in or outside Ontario as the Directors determine, or in the absence of such a determination, at the place where the registered office of the Corporation is located . A Meeting of Shareholders held under Section 9 . 3 shall be deemed to be held at the place where the registered office of the Corporation is located .





9.5  Notice of Meetings. Notice of the time and place of each Meeting of Shareholders shall be given in the manner provided in Section IO not less than IO nor more than 50 clays before the date of the Meeting of Shareholders to each Director, to the auditor, and to each shareholder who at the close of business on the record elate for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the Meeting of Shareholders.  Notice of a Meeting of Shareholders called for any purpose other than consideration of the minutes of an earlier Meeting of Shareholders, financial statements and auditor's report, election of Directors and reappointment of the incumbent auditor 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 or by-law to be submitted to the Meeting of Shareholders.





9.6  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 of Shareholders, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the Meeting of Shareholders. If a record date for the Meeting of Shareholders is fixed pursuant to Section 9.7 , the shareholders listed shall be t hose 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 of Shareholders is given or, if no such notice is given, on the clay on which the Meeting of Shareholders is held.  The list shall be available for examination by any








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shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained, and at the Meeting of Shareholders for which the list was prepared . If a separate list of sh areholders ha s not been prepared, the name s 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 of Shareholders shall be deemed to be a list of shareholders.





9.7  Record Date for Notice . The Board may fix in advance a elate, preceding the elate of any Meeting of Shareholders by not more than 60 day s and not les s than 30 clays, as a record date for the determination of the shareholders entitled to notice of the Meeting of Shareholders, and notice of any such record date shall be given not less than seven days before such record date, by newspaper advertisement in the manner provided in the Act. If no record date is fixed, then such record date for the determination of the shareholders entitled to receive notice of the Meeting of Shareholders shall be at the close of business on the day immedia t ely preceding the day on which the notice is given or, if no notice is given , the day on which the Meeting of Shareholders is held.





9.8  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 at the Meeti ng of Shareholders are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to such Meeting of Shareholders being held, and (b) if the auditors and the Directors are present or waive notice of or otherwise consent to such Meeting of Shareholders 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 of Shareholders is not lawfully called.  At such Meeting of


Shareholders any business may be transacted which the Corporation may transact at a Meeting of Shareholders .





9.9  Chair, Secretary and Scrutineers. The chair 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 of Shareholders: president, chair 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 of Shareholder s , the persons present and entitled to vote shall choose a person from


their number to be chair . If the secretary of the Corporation is absent, the chair shall appoint some person, who need not be a shareholder, to act as secretary of the Meeting of Shareholders. If  desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chair with the consent of the Meeting of Shareholders .





9.10  Persons Entitled to be Present. The only per sons entitled to be present at a Meeting of Shareholders shall be those entitled to vote at the Meeting of Shareholders, 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, the Articles, By-Laws or unanimous shareholder agreement to be present at the Meeting of Shareholders.  Any other person may be admitted only on the invitation of the chair of the Meeting of Shareholders or with the approval of the majority of shareholders at the Meeting of Shareholders.








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9.11  Quorum.  Subject to the Act in respect of a majority shareholder and to Section 9.21, a quorum for the transaction of business at any Meeting of Shareholders shall be two persons present in person, each being a shareholder entitled to vote at th e Meeting of


Shareholders or a duly appointed proxyholder or representative for a shareholder so entitled. If a quorum is present at the opening of any Meeting of Shareholders, the shareholders present or represented may proceed with the business of the Meeting of Shareholders notwithstanding that a quorum is not present throughout the Meeting of Shareholders. If a quorum is not present at the time appointed for the Meeting of Shareholders or within a reasonable time thereafter as the shareholders may determine, the shareholders present or represented may adjourn the Meeting of Shareholders to a fixed time and place but may not transact any other business .





9.12  Right to Vote.  Every person named in the list referred to in Section 9.6 shall be entitled to vote the shares shown thereon opposite such person's name at the Meeting of Shareholders to which such list relates .





9.13  Proxyholders and Representatives.   Every shareholder entitled to vote at a Meeting of Shareholders may appoint a proxyholder, or one or more alternate proxyholders, as nominee of such shareholder to attend and act at the Meeting of Shareholders in the manner and to the extent authorized and with the authority conferred by th e proxy.  A proxy must be signed in writing or by electronic sig nature by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signa ture or, if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized, 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 chair of the Meeting of Shareholders . Any such proxyholder or representative need not be a shareholder .





9.14  Time for Deposit of Proxies. The Board may fix a time not exceeding 48 hours, excluding Saturdays and holidays, preceding any Meeting of Shareholders or adjourned Meeting of Shareholders before which time proxies to be used at the Meeting of Shareholders must be deposited with the Corporation or an agent of it, and any period of time so fixed shall be specified in the notice calling the Meeting of Shareholders.  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 of it specified in such notice or if, no such time having been specified in such notice, it has been received by the secretary of the Corporation or by the chair of the Meeting of Shareholders or any adjournment of it prior to the time of voting.





9.15  Joint Shareholders. If two or more persons hold shares jointly,  any one of them present in person or duly represented at a Meeting of Shareholders may, in the absence of the other or others, vote the shares, but if two or more of th ose persons a r e present in person or represented and vote, they sh all vote as one the shares jointly held by them.








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9.16  Votes to Govern.  At any Meeting of Shareholders every question shall, unless otherwise required by the Act, the Article s , the By-Laws or any unanimous shareholder agreement, be determined by a majority of the votes cast on the question.  Subject to any unanimous shareholder agreement, in case of an equality of votes, either upon a show of hands or upon a poll, the chair of the Meeting of the Shareholders shall not be entitled to a second or


casting vote .





9.17  Show of Hands.  Subject to the Act, any que s tion at a Meeting of Shareholders shall be decided by a show of hands, unless a ballot is required or demanded for such question as provided in This By-Law, and upon a s how 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 is required or demanded for such question , a declaration by the chair of the Meeting of Shareholders 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 of Shareholder s s hall 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 such question, and the result of the vote so taken shall be the decision of the shareholders upon such question.





9.18  Ballots.  On any question proposed for consideration at a Meeting of Shareholders, and whether or not a show of hands has been taken upon such question, the chair may require a ballot or any person who is present and entitled to vote on such question at the Meeting of Shareholders may demand a ballot.  A ballot so required or demanded shall be taken in such manner as the chair 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 such person is entitled to vote at the Meeting of Shareholders 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 such question.





9.19  Adjournment.   The chair at a Meeting of Shareholders may, with the consent of the Meeting of Shareholders and subject to such conditions as the Meeting of Shareholders may decide, adjourn the Meeting of Shareholders 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 of Shareholders, other than by announcement at the e arliest Meeting of Shareholders 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 of Shareholders shall be given as for an original Meeting of Shareholders.





9.20  Action in Writing by Shareholders . 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 Shareholders , unless a written statement with respect to the subject matter of the resolution is submitted by a Director, or representations in writing with respect to the subject matter of the resolution are submitted by the auditor, in each case in accordance with the Act.








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9.21    Only One Shareholder. If the Corporation has only one sha r eholder or only one holder of any class or series of shares, the shareholder present in person or duly represented cons t itutes a Meeting of Shareholders.

















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SECTION TEN NOTICES





10.1  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 Articles, the By-Laws or otherwise to a shareho ld er, Director, officer, auditor or member of a committee of the Board shall be sufficiently given (a) if delivered personally to the person to whom it is to be given, (b) if mailed to such person at the person's Recorded Address by prepaid mail, or (c) if transmitted by telephone facsimile or other electronic means in accordance with


the Electronic Commerce Act, 2000 (Ontario).  A notice so delivered shall be deemed to have been given and received when it is delivered personally or to the Recorded Address; a notice so mailed s hall be deemed to have been given when deposited in a post office or public letter box and deemed received on the fifth clay after it is so deposited; and a notice so sent by a ny means of transmitted or recorded commun ication shall be deemed to have been given and received


when transmitt ed , dispatched or delivered for dispatch.  The secre tary may change or cause to be changed the Recorded Address of any shareholder, Director, officer, auditor or member of a committee of the Board in accordance with any information believed by the secretary to be reliable .





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





10.3  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, th e day of giving the notice shall be excluded and the day of the meeting or other event shall be included .





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|10.4 | UndeliveredNotices.If any notice given to a shareholder pursuant to Section

10.1 is returned on three consecutive occasions because the sha rehold er cannot be found, the Corporation shall not be required to give any further notices to such shareholder until informed in writing by the s hareholder of a new address.





10.5  Omissions and Errors. The accidental omission to give any notice to any shareho lder, 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 th e s ubstance of the notice shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on the notice .





10.6  Persons Entitled by Death or Operation of Law. Every person who, by operation of law, tran sfer, death of a shareholder or any other means whatsoever, becomes entitled to any share, shall be bound by every notice in re s pect of such share which shall have been duly given to the shareholder from whom such person derives title to such share prior to the name and address of such person being entered on the securities register (whether such notice was given before or after the happening of the even t upon which such person became so entitled)








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and prior to such person furnishing to the Corporation the proof of authority or evidence of entitlement prescribed by the Act.





10.7    Waiver of Notice. Any shareholder, proxyholder or other person entitled to attend a Meeting of Shareholders, Director, officer, auditor or member of a committee of the Board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to such person under the Act, the Articles, the By-Laws or otherwise. Any such waiver or abridgement, whether given before or after the meeting or other event of which not ice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be.  Any such waiver or abridgement shall be in writing, except a waiver of notice of a Meeting of Shareholders or of the Board or a committee of the Board may be given in any manner.

















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SECTION ELEVEN EFFECTIVE DATE


11.1 Effective Date . This By-Law shall come into force when made by the Board in accordance with the Act.























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This By-Law was made by the Directors on
 confirmed without variation by the sole shareholder of the Corporation on 2014.
 
 
 
 
 
 David Watson - S e cretary