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                                                                    EXHIBIT 3.24
                                  BY-LAW NO. 1

              A by-law relating generally to the regulation of the

                             business and affairs of

                             1551533 ONTARIO LIMITED

                                    CONTENTS

                 ONE                   INTERPRETATION

                 TWO                   DIRECTORS

                 THREE                 MEETINGS OF DIRECTORS

                 FOUR                  COMMITTEES

                 FIVE                  OFFICERS

                 SIX                   PROTECTION OF DIRECTORS,
                                       OFFICERS AND OTHERS

                 SEVEN                 MEETINGS OF SHAREHOLDERS

                 EIGHT                 SECURITIES

                 NINE                  DIVIDENDS AND RIGHTS

                 TEN                   EXECUTION OF DOCUMENTS
                                       AND VOTING OF SECURITIES

                 ELEVEN                NOTICES



         RESOLVED as a by-law of 1551533 ONTARIO LIMITED (hereinafter called the
"Corporation") as follows:


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                                   SECTION 1.
                                 INTERPRETATION

1.1. DEFINITIONS.

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

         (a)      "Act" means the BUSINESS CORPORATIONS ACT (Ontario) as amended
                  or re-enacted from time to time and includes the regulations
                  made pursuant thereto;

         (b)      "board" means the board of directors of the Corporation;

         (c)      "by-laws" means all by-laws of the Corporation;

         (d)      "director" means a director of the Corporation; and

         (e)      "non-business day" means Saturday, Sunday and any other day
                  that is a holiday as defined in the INTERPRETATION ACT
                  (Ontario); and

         (f)      "number of directors" means the number of directors provided
                  for in the articles or, where a minimum and maximum number of
                  directors is provided for in the articles, the number of
                  directors determined by a special resolution or resolution of
                  the board where it is empowered by special resolution to
                  determine the number of directors.

1.2. All terms used in the by-laws of the Corporation which are defined in the
Act shall have the meanings given to such terms under the Act.

1.3. In all by-laws of the Corporation, the singular shall include the plural
and the plural the singular and words importing gender include the masculine,
feminine and neuter genders.

1.4. Headings used in the by-laws are for convenience of reference only and
shall not affect the construction or interpretation thereof.

1.5. If any of the provisions contained in this by-law are inconsistent with
those contained in the articles or a unanimous shareholder agreement, the
provisions contained in the articles or unanimous shareholder agreement, as the
case may be, shall prevail.



                                   SECTION 2.
                                    DIRECTORS

2.1. QUORUM. The quorum for the transaction of business at any meeting of the
board shall consist of a majority of the number of directors; provided that
where the number of




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directors of the Corporation is two directors, both directors must be present at
any meeting of the board to constitute a quorum.

2.2. QUALIFICATION. No person shall be qualified for election as a director if
he is less than 18 years of age; if he is of unsound mind and has been so found
by a court in Canada or elsewhere; if he is not an individual; or if he has the
status of a bankrupt. A director need not be a shareholder. A majority of the
directors shall be resident Canadians provided that if the number of directors
is fewer than three, at least one shall be a resident Canadian.

2.3. ELECTION AND TERM. The election of directors shall take place at the first
meeting of shareholders and at each annual meeting of shareholders. A director
not elected for an expressly stated term shall cease to hold office at the close
of the first annual meeting following his election or appointment. If an
election of directors is not held at the proper time, the incumbent directors
shall continue in office until their successors are elected.

2.4. REMOVAL OF DIRECTORS. Subject to the provisions of the Act, the
shareholders may by ordinary resolution passed at an annual or special meeting
remove any director from office and the vacancy created by such removal may be
filled at the same meeting failing which it may be filled by the directors.

2.5. VACATION OF OFFICE. A director ceases to hold office when he dies; he is
removed from office by the shareholders; he ceases to be qualified for election
as a director; or his written resignation is received by the Corporation, or if
a time is specified in such resignation, at the time so specified, whichever is
later; provided that a director named in the articles is not permitted to resign
his office unless at the time the resignation is to become effective a successor
is elected or appointed.

2.6. VACANCIES. Subject to the provisions of the Act, if a quorum of the board
remains in office, the board may fill a vacancy in the board, except:

         (a)      a vacancy resulting from (i) an increase in the number of
                  directors otherwise than by a resolution of the directors, or
                  in the maximum number of directors, or from (ii) a failure to
                  elect the number of directors required to be elected at any
                  meeting of the shareholders; or

         (b)      where the directors are empowered to determine the number of
                  directors, if, after such appointment, the total number of
                  directors would be greater than one and one-third times the
                  number of directors required to have been elected at the last
                  annual meeting of shareholders.

                  In the absence of a quorum of the board, or if the board is
not permitted to fill such vacancy, the board shall forthwith call a special
meeting of shareholders to fill the vacancy. If the board fails to call such
meeting or if there are no such directors then in office, any shareholder may
call the meeting.

2.7 REMUNERATION AND EXPENSES. The directors shall be paid such remuneration for
their services as the board may from time to time determine and shall also be
entitled to be reimbursed for travelling and other expenses properly incurred by
them in attending meetings of




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the board or any committee thereof. Nothing herein contained shall preclude any
director from serving the Corporation in any other capacity and receiving
remuneration therefor.

                                   SECTION 3.
                              MEETINGS OF DIRECTORS

3.1 CANADIAN MAJORITY. The board shall not transact business at a meeting, other
than filling a vacancy in the board, unless a majority of the directors present
are resident Canadians, except where

         (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;

         (b)      a majority of resident Canadians would have been present had
                  that director been present at the meeting; and

         (c)      the Corporation has only one or two directors, that director
                  or one of the two directors, as the case may be, shall be a
                  resident Canadian.

3.2 MEETINGS BY TELEPHONE. If all the directors present at or participating in
the meeting consent, any or all of the directors 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 to permit all persons participating in the
meeting to communicate with each other, simultaneously and instantaneously, and
any director participating in such a meeting by such means is deemed to be
present at the meeting. Any such consent shall be effective whether given before
or after the meeting to which it relates and may be given with respect to all
meetings of the board and of committees of the board held while a director holds
office.

3.3 PLACE OF MEETINGS. Meetings of the board may be held at any place within or
outside Ontario. In any financial year of the Corporation, a majority of the
meetings of the board need not be held within Canada.

3.4 CALLING OF MEETINGS. Meetings of the board may be convened at any time by
the president or any director upon notice given to all directors in accordance
with subsection 3.5.

3.5 NOTICE OF MEETING. Notice of the time and place of each meeting of the board
shall be given in the manner provided in subsection 11.1 to each director (a)
not less than 48 hours before the time when the meeting is to be held if the
notice is mailed, or (b) not less than 24 hours before the time the meeting is
to be held if the notice is given personally or is delivered or is sent by any
means of transmitted or recorded communication.

3.6 WAIVER OF NOTICE. A director may in any manner or at any time waive notice
of or otherwise consent to a meeting of the board. Attendance of a director at a
meeting of the board shall constitute a waiver of notice of that meeting except
where a director attends for the express purpose of objecting to the transaction
of any business on the grounds that the meeting has not been properly called.



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3.7 FIRST MEETING OF NEW BOARD. Provided a quorum of directors is present, each
newly elected board may without notice hold its first meeting immediately
following the meeting of shareholders at which such board is elected.

3.8 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.

3.9 REGULAR MEETINGS. The board may appoint a day or days 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 forthwith after being passed, but no other notice shall
be required for any such regular meeting except where the Act requires the
purpose thereof or the business to be transacted thereat to be specified.

3.10 CHAIRMAN. The chairman of any meeting of the board shall be the first
mentioned of such of the following officers as have been appointed and who, with
the exception of the Chairman of the Board, is a director and is present at the
meeting: chairman of the board, managing director, president, or a
vice-president (in order of seniority). If no such officer is present, the
directors present shall choose one of their number to be chairman.

3.11 VOTES TO GOVERN. At all meetings of the board, every question shall be
decided by a majority of the votes cast on the question. In case of an equality
of votes, the chairman of the meeting shall not be entitled to a second or
casting vote.

3.12 ONE DIRECTOR MEETING. Where the board consists of only one director, that
director may constitute a meeting.

                                   SECTION 4.
                                   COMMITTEES

4.1 COMMITTEE OF DIRECTORS. The board may appoint from their number one or more
committees of the board, however designated, and delegate to such committee any
of the powers of the board except those which, under the Act, a committee of the
board has no authority to exercise. A majority of the members of any such
committee shall be resident Canadians.

4.2 AUDIT COMMITTEE. If the Corporation is an offering corporation the board
shall, and otherwise the board may, constitute an audit committee composed of
not fewer than three directors, a majority of whom are not officers or employees
of the Corporation or any of its affiliates, and who shall hold office until the
next annual meeting of shareholders. The audit committee shall have the powers
and duties provided in the Act.

4.3 TRANSACTION OF BUSINESS. The powers of a committee of the board may be
exercised by a meeting at which a quorum is present or by resolution in writing
signed by all the members of such committee who would have been entitled to vote
on that resolution at a meeting of the committee. Meetings of such committee may
be held at any place within or outside Ontario.



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4.4 PROCEDURE. Unless otherwise determined by the board, each committee shall
have the power to fix its quorum at not less than a majority of its members, to
elect its chairman and to regulate its procedure. To the extent that the board
or the committee does not establish rules to regulate the procedure of the
committee, the provisions of this by-law applicable to meetings of the board
shall apply mutatis mutandis.

                                   SECTION 5.
                                    OFFICERS

5.1 APPOINTMENT. The board may designate the offices of the Corporation and from
time to time appoint a chairman of the board, managing director (provided he is
a resident Canadian), president, one or more vice-presidents (to which title may
be added words indicating seniority or function), a secretary, a treasurer and
such other officers as the board may determine, including one or more assistants
to any of the officers so appointed. The board may specify the duties of and, in
accordance with this by-law and subject to the provisions of the Act, delegate
to such officers powers to manage the business and affairs of the Corporation.
One person may hold more than one office and, except for the chairman of the
board and the managing director, an officer need not be a director.

5.2 CHAIRMAN OF THE BOARD. If appointed, the board may assign to the chairman of
the board any of the powers and duties that are by any provisions of this by-law
assigned to the managing director or to the president and subject to the Act,
such other powers and duties as the board may specify. The chairman of the board
shall, when present, preside at all meetings of the board and shareholders.
Subject to subsections 3.10 and 7.9, during the absence or disability of the
chairman of the board, his duties shall be performed and his powers exercised by
the first mentioned of the following officers then in office: the managing
director, the president, or a vice-president (in order of seniority).

5.3 MANAGING DIRECTOR. If appointed, the managing director shall be the chief
executive officer and, subject to the authority of the board, shall have general
supervision of the business and affairs of the Corporation; and he shall,
subject to the provisions of the Act, have such other powers and duties as the
board may specify. During the absence or disability of the president, or if no
president has been appointed, the managing director shall also have the powers
and duties of that office.

5.4 PRESIDENT. If appointed, the president shall have general supervision of the
business and affairs of the Corporation, subject to the direction and authority
of the board, the chairman of the board and the managing director; and he shall
have such other powers and duties as the board may specify. During the absence
or disability of the managing director, or if no managing director has been
appointed, the president shall also have the powers and duties of that office.
In the absence of the appointment of a managing director or the designation of
the chairman of the board as such, the president shall be the chief executive
officer of the Corporation. Otherwise, the president shall be the chief
operating officer of the Corporation.

5.5 VICE-PRESIDENT. The vice-president, or if more than one, the
vice-presidents, in order of seniority as designated by the board, shall be
vested with all the powers and perform all the duties of the president in his
absence, inability or refusal to act except that he shall not




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preside at any meeting of the directors unless he is appointed to do so by the
board. A vice-president shall have such powers and duties as the board or the
chief executive officer may specify.

5.6 SECRETARY. The secretary shall attend and be the secretary of all meetings
of the board, shareholders and committees of the board and shall enter or cause
to be entered in records kept for that purpose minutes of all proceedings
thereat; he shall give or cause to be given, as and when instructed, all notices
to shareholders, directors, officers and auditors; he shall be the custodian of
all books, papers, records, documents and instruments belonging to the
Corporation, except when some other officer or agent has been appointed for that
purpose; and he shall have such other powers and duties as the board or the
chief executive officer may specify.

5.7 TREASURER. The treasurer shall keep or cause to be kept proper accounting
records in compliance with the Act and shall be responsible for the deposit of
money, the safekeeping of securities and the disbursement of funds of the
Corporation; he shall render to the board whenever required an account of all
his transactions as treasurer and of the financial position of the corporation;
and he shall have such other powers and duties as the board or the chief
executive officer may specify.

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

5.9 VARIATION OF POWERS AND DUTIES. Subject to the provisions of the Act the
board may from time to time vary, add to or limit the powers and duties of any
officer.

5.10 TERM OF OFFICE. The board, in its discretion, may remove any officer of the
Corporation, without prejudice to such officer's rights under any employment
contract. Otherwise, each officer appointed by the board shall hold office until
his successor is appointed, except that the term of office of the chairman of
the board or managing director shall expire when the holder thereof ceases to be
a director.

5.11 AGENTS AND ATTORNEYS. The board shall have power from time to time to
appoint agents or attorneys for the Corporation in or out of Ontario with such
powers of management or otherwise (including the power to sub-delegate) as may
be thought fit.

5.12 FIDELITY BONDS. The board may require such officers, employees and agents
of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their duties, in such form and with such surety as the
board may from time to time prescribe.

                                   SECTION 6.
                      PROTECTION OF DIRECTORS AND OFFICERS

6.1 LIMITATION OF LIABILITY. No director or officer shall be liable for the
acts, receipts, neglects or defaults of any other director, officer, employee,
or agent, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to the




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Corporation through the insufficiency or deficiency of title to any property
acquired for or on behalf of the Corporation, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Corporation
shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortuous acts of any person with whom any of the moneys,
securities or effects of the Corporation shall be deposited, or for any loss
occasioned by any error of judgment or oversight on his part, or for any other
loss, damage or misfortune whatever which shall happen in the execution of the
duties of his office or in relation thereto, unless the same are occasioned by
his own wilful neglect or default; 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 thereof.

6.2 INDEMNITY. The Corporation shall indemnify and save harmless every director
or officer, every former director or officer, and every person who acts or acted
at the Corporation's request as a director or officer of a body corporate of
which the Corporation is or was a shareholder or creditor (or a person who
undertakes or has undertaken any liability on behalf of the Corporation or any
such body corporate) and his heirs and legal representatives, from and 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
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the Corporation or such body
corporate, if:

                  (a) he acted honestly and in good faith with a view to the
best interests of the Corporation; and

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

6.3 INSURANCE. Subject to the limitations contained in the Act, the Corporation
may purchase and maintain such insurance for the benefit of any person referred
to in subsection 6.2 hereof, as the board may from time to time determine.

                                   SECTION 7.
                            MEETINGS OF SHAREHOLDERS

7.1 ANNUAL MEETINGS. The annual meeting of shareholders shall be held at such
time in each year and, subject to subsection 7.3, at such place as the board,
the chairman of the board, the managing director or the president may from time
to time determine, for the purpose of considering the financial statements and
reports required by the Act to be placed before the annual meeting, electing
directors, appointing auditors and fixing or authorizing the board to fix their
remuneration, and for the transaction of such other business as may properly be
brought before the meeting.

7.2 SPECIAL MEETINGS. The board, the chairman of the board, the managing
director or the president or any registered shareholder shall have power to call
a special meeting of shareholders at any time.



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7.3 PLACE OF MEETINGS. Meetings of shareholders shall be held at the place where
the registered office of the Corporation is situate or, if the board shall so
determine, at some other place within or outside of Ontario.

7.4 MEETINGS BY TELEPHONE. If all the shareholders present at or participating
in the meeting consent, any or all of the shareholders may participate in a
meeting of the shareholders by means of such telephone, electronic or other
communications facilities as to permit all persons participating in the meeting
to communicate with each other, simultaneously and instantaneously, and any
shareholder participating in such a meeting by such means is deemed to be
present at the meeting. Any such consent shall be effective whether given before
or after the meeting to which it relates and may be given with respect to all
meetings of the shareholders while such individual(s) continue to be a
shareholder.

7.5 NOTICE OF MEETINGS. Notice of the time and place of each meeting of
shareholders (and of each meeting of shareholders adjourned for an aggregate of
30 days or more) shall be given in the manner provided in subsection 11.1 not
less than ten days (or such lesser number of days then required under the Act or
any other applicable legislation, regulation or administrative policy), unless
the Corporation is an offering corporation in which case not less than 21 days,
nor, in either case, more than 50 days before the date of the meeting, to each
director, to the auditor and to each shareholder who at the close of business on
the record date for notice, if any, is entered in the securities register as the
holder of one or more shares carrying the right to vote at the meeting. Notice
of a meeting of shareholders called for any purpose other than consideration of
the financial statements and auditor's report, election of directors and
re-appointment of the incumbent auditor shall state the nature of such business
in sufficient detail to permit a 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. A shareholder and any other person entitled to attend a meeting of
shareholders may in any manner and at any time waive notice of or otherwise
consent to a meeting of shareholders. Attendance of any such person at a meeting
of shareholders shall constitute a waiver of notice of the meeting except where
he attends a meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not properly called:

7.6 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, arranged in alphabetical order and showing the number of shares
entitled to vote at the meeting held by each shareholder. If a record date for
the meeting is fixed pursuant to subsection 7.7, the shareholders listed shall
be those registered at the close of business on the record date and such list
shall be prepared not later than ten days after such record date. If no record
date is fixed, the list shall be prepared at the close of business on the day
immediately preceding the day on which notice of the meeting is given, or where
no such notice is given, the day on which the meeting is held and shall list all
shareholders registered at such time. The list shall be available for
examination by any shareholder during usual business hours at the registered
office of the Corporation or at the place where the securities register is kept
and at the place where the meeting is held.

7.7 RECORD DATE FOR NOTICE. The board may fix in advance a record date,
preceding the date of any meeting of shareholders by not more than 50 days and
not less than 21 days, for




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the determination of the shareholders entitled to notice of the meeting; 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 so fixed, the record date for the determination of the
shareholders entitled to notice of the meeting shall be the close of business on
the day immediately preceding the day on which the notice is given.

7.8 MEETINGS WITHOUT NOTICE. A meeting of shareholders may be held without
notice at any time and place permitted by the Act in accordance with the
requirements of the Act and any other applicable legislation, regulation or
administrative policy. At such a meeting, any business may be transacted which
the Corporation at a meeting of shareholders may transact.

7.9 CHAIRMAN, SECRETARY AND SCRUTINEERS. The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed and who is present at the meeting: chairman of the board,
managing director, president, or a vice-president who is a shareholder. If no
such officer is present within 15 minutes from the time fixed for holding the
meeting, the persons present and entitled to vote shall choose one of their
number to be chairman. If the secretary of the Corporation is absent, the
chairman shall appoint some person, who need not be a shareholder, to act as
secretary of the meeting. If desired, one or more scrutineers, who need not be
shareholders, may be appointed by a resolution or by the chairman with the
consent of the meeting.

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

7.11 QUORUM. A quorum for the transaction of business at any meeting of
shareholders shall be two persons present in person, each being a shareholder
entitled to vote thereat or a duly appointed proxy for an absent shareholder so
entitled. 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.

7.12 RIGHT TO VOTE. Subject to the provisions of the Act as to authorized
representatives of any other body corporate, at any meeting of shareholders in
respect of which the Corporation has prepared the list referred to in subsection
7.6, every person who is named in such list shall be entitled to vote the shares
shown thereon opposite his name except to the extent that such person has
transferred any of his shares after the date on which the list is prepared or,
where a record date has been fixed, after the record date and the transferee,
upon producing properly endorsed certificates evidencing such shares or
otherwise establishing that he owns such shares, demands at any time prior to
the meeting that his name be included to vote the transferred shares at the
meeting. In the absence of a list prepared as aforesaid in respect of a meeting
of shareholders, every person shall be entitled to vote at the meeting who at
the time is entered in the securities register as the holder of one or more
shares carrying the right to vote at such meeting.



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7.13 PROXIES. Every shareholder entitled to vote at a meeting of shareholders
may appoint a proxyholder, or one or more alternate proxyholders, who need not
be shareholders, to attend and act at the meeting in the manner and to the
extent authorized and with the authority conferred by the proxy. A proxy shall
be in writing executed by the shareholder or his attorney and shall conform with
the requirements of the Act.

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

7.15 JOINT SHAREHOLDERS. If two or more persons hold shares jointly, any one of
them present in person or represented by proxy at a meeting of shareholders may,
in the absence of the other or others, vote the shares; but if two or more of
those persons are present in person or represented by proxy and vote, they shall
vote as one the shares jointly held by them.

7.16 VOTES TO GOVERN. At any meeting of shareholders every question shall,
unless otherwise required by law, be determined by the majority of the votes
cast on the question. In the case of an equality of votes either upon a show of
hands or upon a ballot, the chairman of the meeting shall not be entitled to a
second or casting vote.

7.17 SHOW OF HANDS. Subject to the provisions of the Act, any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of hands,
every person who is present and entitled to vote shall have one vote. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman of the meeting
as to the result of the vote upon the question and an entry to that effect in
the minutes of the meeting shall be prima facie evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
any resolution or other proceeding in respect of such question, and the result
of the vote so taken shall be the decision of the shareholders upon such
question.

7.18 BALLOTS. On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, any
shareholder or proxyholder entitled to vote at the meeting may demand a ballot.
A ballot so demanded shall be taken in such manner as the chairman shall direct.
A demand for a ballot may be withdrawn at any time prior to the taking of the
ballot. The result of the ballot so taken shall be the decision of the
shareholders upon the question.

7.19 RESOLUTION IN WRITING. A resolution in writing signed by all of the
shareholders entitled to vote on that resolution at a meeting of shareholders
(or such lesser number of shareholders as are then required for a written
resolution to be effective pursuant to the Act and any other applicable
legislation, regulation or administrative policy) is as valid as if it had been



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passed at a meeting of the shareholders unless a written statement with respect
to the subject matter of the resolution is submitted by a director or the
auditor in accordance with the Act.

                                   SECTION 8.
                                   SECURITIES

8.1 REGISTRATION OF TRANSFER. Subject to the provisions of the Act, no transfer
of shares shall be registered in a securities register except upon presentation
of the certificate representing such shares with a transfer endorsed thereon or
delivered therewith duly executed by the registered holder or by his attorney or
successor duly appointed, together with such reasonable assurance or evidence of
signature, identification and authority to transfer as the board may from time
to time prescribe, upon payment of all applicable taxes and any fees prescribed
by the board, upon compliance with such restrictions on transfer as are
authorized by the articles and upon satisfaction of any lien referred to in
subsection 8.4.

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

8.3 LIEN ON SHARES. The Corporation has a lien on any share or shares registered
in the name of a shareholder or his legal representative for any debt of that
shareholder to the Corporation.

8.4 ENFORCEMENT OF LIEN. The lien referred to in subsection 8.3 may be enforced
by any means permitted by law and:

         (a) where the share or shares are redeemable pursuant to the articles
of the Corporation by redeeming such share or shares and applying the redemption
price to the debt;

         (b) subject to the Act, by purchasing the share or shares for
cancellation for a price equal to the book value of such share or shares and
applying the proceeds to the debt;

         (c) by selling the share or shares to any third party whether or not
such party is at arm's length to the Corporation, and including, without
limitation, any officer or director of the Corporation, for the best price which
the directors consider to be obtainable for such share or shares; or

         (d) by refusing to register a transfer of such share or shares until
the debt is paid.

8.5 SECURITY CERTIFICATES. Every holder of securities of the Corporation shall
be entitled, at his option, to a security certificate, or to a non-transferable
written acknowledgement of his right to obtain a security certificate, stating
the number and designation, class or series of securities held by him as shown
on the securities register. Security certificates and acknowledgements of a
securities holder's right to a security certificate, respectively, shall be in
such form as the board shall from time to time approve. Any security certificate
shall be signed




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<PAGE>

in accordance with subsection 10.1. A security certificate shall be signed
manually by at least one director or officer of the Corporation or by or on
behalf of the transfer agent and/or registrar. Any additional signatures
required may be printed or otherwise mechanically reproduced. A security
certificate executed as aforesaid shall be valid notwithstanding that one of the
directors or officers whose facsimile signature appears thereon no longer holds
office at the date of issue of the certificate.

8.6 REPLACEMENT OF SECURITY CERTIFICATES. The board, any officer or any agent
designated by the board may in its or his discretion direct the issue of a new
security certificate in lieu of and upon cancellation of a security certificate
that has been mutilated. In the case of a security certificate claimed to have
been lost, destroyed or wrongfully taken, the board, any officer or any agent
designated by the board shall issue a substitute security certificate if so
requested before the Corporation has notice that the security has been acquired
by a bona fide purchaser. The issuance of the substitute security certificate
shall be on such reasonable terms as to indemnity, reimbursement of expenses and
evidence of loss and of title as the board or the officer or the agent
designated by the board responsible for such issuance may from time to time
prescribe, whether generally or in any particular case.

8.7 JOINT SHAREHOLDERS. If two or more persons are registered as joint holders
of any security, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such security.

8.8 DECEASED SECURITY HOLDERS. Subject to the provisions of paragraph 8.9 below,
in the event of the death of a holder of any security, the Corporation shall not
be required to make any entry in the securities register in respect thereof or
to make payment of any dividends thereon except upon compliance with the
reasonable requirements of the Corporation, which reasonable requirements shall
in the discretion of the board not necessarily include the production of letters
probate or letters of administration.

8.9 DECEASED JOINTLY-HELD SECURITY HOLDERS. Where a share is registered in the
name of two or more persons as joint holders with rights of survivorship, upon
satisfactory proof of the death of one joint holder and without the requirement
of letters probate or letters of administration, the Corporation shall treat the
surviving joint holder(s) as the sole owner(s) of the share effective as of the
date of death of such joint holder and the Corporation shall make the
appropriate entry in the securities register to reflect such ownership.

                                   SECTION 9.
                              DIVIDENDS AND RIGHTS

9.1 DIVIDENDS. Subject to the provisions of the Act, the board may from time to
time by resolution declare and the Corporation may pay dividends to the
shareholders according to their respective rights and interests in the
Corporation. Dividends may be paid in money or property, subject to the
restrictions on the declaration and payment thereof under the Act, or by




                                      -13-
<PAGE>

issuing fully paid shares of the Corporation or options or rights to acquire
fully paid shares of the Corporation.

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

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

9.4 RECORD DATE FOR DIVIDENDS AND RIGHTS. The board may fix in advance a date as
a record date for the determination of the persons entitled to receive payment
of dividends and to subscribe for securities of the Corporation, provided that
such record date shall not precede by more than 50 days the particular action to
be taken. 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, unless notice of the record date is waived by every holder of a share
of the class or series affected whose name is set out in the securities register
at the close of business on the day the directors fix the record date. If the
shares of the Corporation are listed for trading on one or more stock exchanges
in Canada, notice of such record date shall also be sent to such stock
exchanges. Where no record date is fixed in advance as aforesaid, the record
date for the determination of the persons entitled to receive payment of any
dividend or to exercise the right to subscribe for securities of the Corporation
shall be at the close of business on the day on which the resolution relating to
such dividend or right to subscribe is passed by the board.

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

                                   SECTION 10.
                                     GENERAL

10.1 EXECUTION OF INSTRUMENTS. Contracts, documents and other instruments in
writing may be signed on behalf of the Corporation by such person or persons as
the board may from time to time by resolution designate. In the absence of an
express designation as to the persons authorized to sign either contracts,
documents or instruments in writing generally or to sign specific contracts,
documents or instruments in writing, any one of the directors or officers of the
Corporation may sign contracts, documents or instruments in writing on behalf of
the Corporation. The corporate seal, if any, of the Corporation may be affixed
to any contract,




                                      -14-
<PAGE>

obligation or instrument in writing requiring the corporate seal of the
Corporation by any person authorized to sign the same on behalf of the
Corporation. The phrase "contracts, documents and other instruments in writing"
as used in this provision shall include deeds, mortgages, hypothecs, charges,
conveyances, transfers and assignments of property, real or personal, immovable
or movable, agreements, releases, receipts and discharges for the payment of
money or other obligations, conveyances, transfers and assignments of
securities, all paper writings, all cheques, drafts or orders for the payment of
money and all notes, acceptances and bills of exchange.

10.2 VOTING RIGHTS IN OTHER CORPORATIONS. All securities carrying voting rights
of any other corporation held from time to time by the Corporation may be voted
at any and all meetings of shareholders, bond holders, debenture holders or
holders of other securities (as the case may be) of such other corporation and
in such manner as the board may from time to time determine. Any person or
persons authorized to sign on behalf 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.

                                   SECTION 11.
                                     NOTICES

11.1 METHOD OF SENDING NOTICE. Any notice (which term includes any communication
or document) to be sent pursuant to the Act, the articles, the by-laws or
otherwise to a shareholder, director, officer, or to the auditor shall be
sufficiently sent if delivered personally to the person to whom it is to be sent
or if delivered to his recorded address or if mailed to him at his recorded
address by prepaid mail or if sent to him at his recorded address by any means
of prepaid transmitted or recorded communication. A notice so delivered shall be
deemed to have been sent when it is delivered personally or to the recorded
address as aforesaid; a notice so mailed shall be deemed to have been sent when
deposited in a post office or public letter box and shall be deemed to have been
received on the fifth day after so depositing; and a notice so sent by any means
of transmitted or recorded communication shall be deemed to have been sent when
dispatched by the Corporation if it uses its own facilities and otherwise when
delivered to the appropriate communication company or agency or its
representative for dispatch. The secretary may change or cause to be changed the
recorded address of any shareholder, director, officer or auditor in accordance
with any information believed by him to be reliable. The recorded address of a
director shall be his latest address as shown in the records of the Corporation
or in the most recent notice filed under the CORPORATIONS INFORMATION ACT,
whichever is the more current.

11.2 NOTICE TO JOINT SHAREHOLDERS. If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice sent to one of such persons shall be sufficient notice to all
of them.

11.3 COMPUTATION OF TIME. In computing the date when notice must be sent under
any provision requiring a specified number of days notice of any meeting or
other event, both the date of sending the notice and the date of the meeting or
other event shall be excluded.

11.4 UNDELIVERED NOTICES. If any notice sent to a shareholder pursuant to
subsection 11.1 is returned on three consecutive occasions because the
shareholder cannot be found, the




                                      -15-
<PAGE>

Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new address.

11.5 OMISSIONS AND ERRORS. The accidental omission to send any notice to any
shareholder, director, officer or to the auditor or the non-receipt of any
notice by any such person or any error in any notice not affecting the substance
thereof shall not invalidate any action taken at any meeting held pursuant to
such notice or otherwise founded thereon.

11.6 PERSONS ENTITLED BY OPERATION OF LAW. Every person who, by operation if
law, transfer or by any other means whatsoever, shall become entitled to any
share, shall be bound by every notice in respect of such share which shall have
been duly sent to the shareholder from whom he derives his title to such share
prior to his name and address being entered on the securities register (whether
such notice was given before or after the happening of the event upon which he
became so entitled).

11.7 DECEASED SHAREHOLDERS. Any notice duly sent to any shareholder shall be
deemed to have been duly served in respect of the shares held by the shareholder
(whether held solely or with other persons), notwithstanding that such
shareholder is then deceased and whether or not the Corporation has notice of
his death, until some other person is entered in his stead in the securities
register of the Corporation as the holder or as one of the holders thereof and
such service shall for all purposes be deemed a sufficient service of notice to
his heirs, executors or administrators and all persons, if any, interested with
him in such shares.

11.8 WAIVER OF NOTICE. Any shareholder (or his duly appointed proxyholder),
director, officer or auditor may at any time waive any notice, or waive or
abridge the time for any notice, required to be given to him under any
provisions of the Act, the regulations thereunder, the articles, the by-laws or
otherwise and such waiver or abridgement shall cure any default in the giving or
in the time of such notice, as the case may be. Any such waiver or abridgement
shall be in writing except a waiver of notice of a meeting of shareholders or of
the board which may be given in any manner.

11.9 EXECUTION OF NOTICES. The signature of any director or officer of the
Corporation to any notice may be written, stamped, typewritten or printed or
partly written, stamped, typewritten or printed.

11.10 PROOF OF SERVICE. A certificate of any officer or director of the
Corporation in office at the time of making of the certificate or of an agent of
the Corporation as to facts in relation to the sending of any notice to any
shareholder, director, officer or auditor or publication of any notice shall be
conclusive evidence thereof and shall be binding on every shareholder, director,
officer or auditor of the Corporation, as the case may be.



                                      -16-
<PAGE>

The foregoing resolution making By-law No. 1 of the Corporation, being a by-law
relating generally to the regulation of the business and affairs of the
Corporation, is hereby signed by all the directors.

DATED the 17th day of December, 2002.

                                      Paul Lawrence
                                      ------------------------------------------
                                      Paul Lawrence


The foregoing By-law No. 1 of the Corporation, made by all the directors, is
hereby confirmed by the sole shareholder of the Corporation entitled to vote at
a meeting of shareholders.

DATED the 17th day of December, 2002.

                                      GERDAU AMERISTEEL CORPORATION

                                      Per:    Authorized Person
                                              ----------------------------------




                                      -17-