Exhibit 3.2**IVANHOE ENERGY INC.****BY-LAW NO. 1**
 

 
**TABLE OF CONTENTS**               **PAGE NO.**          **PART 1** **INTERPRETATION**  1           1.1  Definitions  1  1.2  Interpretation  2  1.3  Headings  2          **PART 2** **BUSINESS OF THE CORPORATION**  2           2.1  Corporate Seal  2  2.2  Facsimile of Seal  2  2.3  Affixation of Seal  2  2.4  Fiscal Period  3  2.5  Banking  3  2.6  Voting Rights in Other Bodies Corporate  3          **PART 3** **BORROWING AND SECURITIES**  3           3.1  Borrowing Power  3  3.2  Delegation of Borrowing Authority  4  3.3  Rights Attaching to Debt Obligations  4          **PART 4** **BOARD OF DIRECTORS**  4           4.1  Calling of Meetings  4  4.2  Notice of Meeting  4  4.3  First Meeting of New Board  4  4.4  Quorum  5  4.5  Chairman  5  4.6  Procedure  5  4.7  Remuneration and Expenses  5  4.8  Telephone Meetings  5  4.9  Number of Directors  5          **PART 5** **COMMITTEES**  6           5.1  Transaction of Business  6          **PART 6** **PROTECTION AND INDEMNITY OF DIRECTORS AND OTHERS**  6           6.1  Contracts with the Corporation  6  6.2  Disclosure  7  6.3  Limitation of Liability  7  6.4  Amplification of Rights  7 
 

 
               **PAGE NO.**          **PART 7** **SHARES**  7           7.1  Shares and Share Certificates  7  7.2  Registration of Transfers  8          **PART 8** **DIVIDENDS AND RIGHTS**  8           8.1  Declaration  8  8.2  Interest  8  8.3  Valuation of Non-Cash Dividends  8  8.4  Dividend Cheques  8  8.5  Cheques to Joint Holders  8  8.6  Non-receipt of Cheques  9  8.7  Unclaimed Dividends  9          **PART 9** **MEETINGS OF SHAREHOLDERS**  9           9.1  Chairman, Secretary and Scrutineers  9  9.2  Persons Entitled to be Present  9  9.3  Quorum  9  9.4  Time for Deposit of Proxies  10  9.5  Lodging of Proxies  10  9.6  Use of Various Communication Methods  10  9.7  Validity of Proxies  10  9.8  Joint Shareholders  10  9.9  Votes to Govern  11  9.10  Show of Hands  11  9.11  Ballots  11  9.12  Adjournment  11  9.13  Rulings by the Chairman  11          **PART 10** **EXAMINATION OF RECORDS**  12           10.1  Access by Auditor and Directors  12  10.2  Inspection by Shareholders  12          **PART 11** **NOTICES**  12           11.1  Notice to Joint Shareholders  12  11.2  Signature to Notice  12  11.3  Day of Transmittal  12  11.4  Omissions and Errors  13  11.5  Persons Entitled by Death or Operation of Law  13  11.6  Waiver of Notice  13  11.7  Form of Waiver  13 
 

 
**IVANHOE ENERGY INC.****BY-LAW NO. 1****PART 1**     **INTERPRETATION** **1.1** **Definitions**    In the by-laws, unless the context otherwise requires:  ** **** ****Act**means the *Business Corporations Act*(Yukon), or any statute substituted therefor,as from time to time amended;  ** **** ****appoint**includes “elect” and vice versa;  ** **** ****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 effect;  ** **** ****Corporation**means the corporation which adopts this by-law;  ** **** ****meeting of shareholders**includes both an annual meeting and a special meeting ofshareholders of the Corporation, and **special meeting of shareholders**means a meetingof shareholders or of any class or classes of shareholders other than an annualmeeting;  ** **** ****recorded address**means: (i) in the case of a shareholder, the shareholder’s addressas recorded in the securities register,  (ii) in the case of joint shareholders, the address appearingin the securities register in respect of such joint holding, or the firstaddress so appearing if there is more than one, and  (iii) in the case of a Director, officer, or auditor, the latestaddress of the Director, officer or auditor recorded in the records of theCorporation; ** **** ****signing officer**means, in relation to any instrument, a person authorized to signthe instrument on behalf of the Corporation by section 2.3 or by a resolution passedpursuant thereto, and    a word or expression defined in the Act for the purposes of the entire Act has themeaning so defined.
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 **1.2** **Interpretation**    In the interpretation of the by-laws, (a) words importing singular number include the plural and vice versa,  (b) words importing gender include the masculine, feminine and neuter, and  (c) a word importing a person includes an individual, body corporate,partnership, trust, estate and an unincorporated organization. **1.3** **Headings**    The division of a by-law into parts and the headings of parts and sections will beconsidered as for convenience of reference only and will not affect the constructionor interpretation of the by-law.**PART 2**     **BUSINESS OF THE CORPORATION** **2.1** **Corporate Seal**    The Board may adopt a corporate seal for the Corporation and from time to time adopt a newseal in replacement of a seal previously adopted.  **2.2** **Facsimile of Seal**    To enable the seal of the Corporation to be affixed to any bonds,debentures, share certificates or other securities of the Corporation,or any securities of another corporation to which an instrument ofguarantee of the Corporation is endorsed or annexed, whether indefinitive or interim form, on which a facsimile of that signature ofa Director or officer of the Corporation is, in accordance with theseby-laws, printed or otherwise mechanically reproduced, there may bedelivered to the person employed to engrave, lithograph or print suchdefinitive or interim bonds, debentures, share certificates or othersecurities one or more unmounted dies reproducing the Corporation’sseal, and the chairman of the Board, the president or avice-president, together with the secretary or treasurer or anassistant secretary or assistant treasurer may by a document authorizesuch person to cause the Corporation’s seal to be affixed to suchdefinitive or interim bonds, debentures, share certificates or othersecurities by the use of such a die, and bonds, debentures, sharecertificates or other securities to which the Corporation’s seal is soaffixed and the due issue of which is evidenced by at least oneauthorized signature manually affixed thereto will for all purposes bedeemed to be under and to bear the Corporation’s seal lawfully affixedthereto.  **2.3** **Affixation of Seal**    The corporate seal of the Corporation will not be affixed to anydocument or instrument except by or in the presence of (a) such person as is or such persons as are appointed for thepurpose by resolution of the Board applying either to a specific instrument orspecific instruments, to instruments of a particular description, or to instrumentsgenerally, or
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 (b) the secretary or an assistant secretary for the purpose ofcertifying copies of or extracts from the articles or by-laws of theCorporation, minutes of meetings or resolutions of the shareholders or theBoard or committees of the Board, or any instrument executed or issued by theCorporation. **2.4** **Fiscal Period**    The fiscal period end of the Corporation will be as from time to time determined by the Board.  **2.5** **Banking**    The Corporation will maintain accounts in its name with such bank orbanks and other depositories, including banks and depositories outsideCanada, as the Board from time to time determines, and no funds willbe withdrawn from any account except as provided in a by-law or aresolution of the Board related to the operation of the account.  **2.6** **Voting Rights in Other Bodies Corporate**    To enable to the Corporation to exercise voting rights attaching tosecurities held by the Corporation, (a) signing officers of the Corporation may from time to timeexecute and deliver proxies and arrange for the issuance of voting certificatesor other evidences of such rights in favour of such person or persons as may bedetermined by the officers by whom they are executed, and  (b) the Board may from time to time direct the manner in which andthe person or persons by whom any particular voting rights or class of votingrights may or will be exercised.**PART 3**     **BORROWING AND SECURITIES** **3.1** **Borrowing Power**    Without limiting the powers of the Corporation as set forth in theAct, the Board may from time to time cause the Corporation to (a) borrow money on the credit of the Corporation,  (b) to the extent permitted by the Act, give guarantees on behalfof the Corporation to secure the performance of any present or futureindebtedness or other obligation of another person,  (c) issue, reissue, sell or pledge bonds, debentures, notes orother evidences of indebtedness or guarantee of the Corporation, whethersecured or unsecured, and
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 (d) charge, mortgage, hypothecate, pledge or otherwise create asecurity interest in any or all property of the Corporation, currently owned orsubsequently acquired, to secure any present or future indebtedness or otherobligation of the Corporation. **3.2** **Delegation of Borrowing Authority**    To the extent permitted by the Act, the Board may from time totime delegate to a committee or to one or more of the Directorsand officers of the Corporation all or any of the powers conferredon the Board by section 3.1 to such extent and in such manner asthe Board from time to time determines.  **3.3** **Rights Attaching to Debt Obligations**    Any debt obligation of the Corporation may be issued at adiscount, premium or otherwise, and with any special privileges asto redemption, surrender, drawing, allotment of or conversion intoor exchange for shares or other securities.**PART 4**     **BOARD OF DIRECTORS** **4.1** **Calling of Meetings**    The Chairman of the Board, or the President may, and the Secretaryupon the request of any Director will, convene a meeting of theBoard.  **4.2** **Notice of Meeting**    Notice of the time and place of each meeting of the Board must begiven to each Director not less than 48 hours before the time whenthe meeting is to be held, but the notice need not specify whatmatters are to be dealt with at the meeting other than (a) a proposal to adopt, amend or repeal any by-law,  (b) a proposal to authorize any material contract in which aDirector will have a material interest or which is with a corporation of whichany Director is a Director or officer, or  (c) as required by the Act. **4.3** **First Meeting of New Board**    Provided a quorum of Directors is present, each newly electedBoard may without notice hold its first meeting immediatelyfollowing the meeting of shareholders at which such Board iselected.
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 **4.4** **Quorum**    The Board may from time to time fix the quorum required forthe transaction of business at a meeting of the Board and, ifnot so fixed, the quorum will be a majority of the number ofelected or appointed Directors.  **4.5** **Chairman**    The chairman of any meeting of the Board will be the firstmentioned of the Chairman of the Board, the President and themost senior vice-president or other officer who is a Directorand is present at the meeting, but if no such officer ispresent within 15 minutes after the time appointed forholding the meeting, or if each such officer who is presentindicates unwillingness to act as chairman of the meeting,the Directors present will choose one of their number to bechairman.  **4.6** **Procedure**    A question arising at a meeting of the Board will be decidedby a majority of the votes cast, and in case of an equalityof votes the chairman may not exercise a second or castingvote.  **4.7** **Remuneration and Expenses**  4.7.1 The Directors will be paid such remuneration for their services to theCorporation as the Board from time to time determines, and will be entitled to bereimbursed for traveling and other expenses properly incurred by them in attending anymeeting of the Board or committee of the Board, or meeting of shareholders.  4.7.2 A person who is a Director may serve the Corporation in another capacity andmay for so doing receive remuneration in addition to the remuneration to which suchperson is entitled as a Director.  4.7.3 Remuneration payable to a Director who is also an officer or employee of theCorporation, or who serves the Corporation in a professional capacity, will be inaddition to the Director’s salary as an officer or employee or professional fees.  **4.8** **Telephone Meetings**    A Director may participate in a meeting of the Board or of a committeeof the Board by means of telephone or other communication facilitiesthat permit all Directors participating in the meeting to hear eachother.  **4.9** **Number of Directors**    Subject to the Act and to the articles of the Corporation, the number of Directorsto be elected at any meeting of shareholders at which Directors are to be electedwill be, unless the incumbent Directors otherwise determine prior to giving noticeof such meeting of shareholders, the number of Directors holding office as of thedate that the notice of such meeting is given.
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**PART 5**     **COMMITTEES** **5.1** **Transaction of Business**    Except as otherwise determined by the Board, the proceedings of acommittee of the Board will be governed as follows: (a) the powers of the committee may be exercised by a meeting atwhich a quorum of the committee is present;  (b) meetings of the committee may be held at any place within oroutside of Canada;  (c) a majority of the members of a committee will constitute aquorum thereof;  (d) a question arising at a meeting will be determined by amajority of the votes cast on the question, and in the case of an equality ofvotes the chairman of the meeting will not be entitled to a second or castingvote;  (e) the committee will meet and adjourn as it thinks proper andwill have power to elect its chairman, to make rules for the conduct of itsbusiness and to appoint such assistants as it deems necessary;  (f) the committee will keep regular minutes of its transactions andwill cause them to be recorded in books kept for that purpose, and report itstransactions to the Board at such times as the Board from time to timerequires.**PART 6**     **PROTECTION AND INDEMNITY OF DIRECTORS AND OTHERS** **6.1** **Contracts with the Corporation**    Subject to the Act, (a) no Director is disqualified by being a Director, or by reasonof holding any other office or place of profit under the Corporation or underany body corporate in which the Corporation is a shareholder or otherwiseinterested, from entering into any contract, transaction or arrangement withthe Corporation either as vendor, purchaser or otherwise, or from beingconcerned or interested in any manner whatsoever in any contract, transactionor arrangement made or proposed to be entered into with the Corporation,  (b) no such contract, transaction or arrangement is thereby void orliable to be avoided, and  (c) no Director is liable to account to the Corporation for anyprofit arising from any such office or place of profit or realized by any suchcontract, transaction or arrangement.
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 **6.2** **Disclosure**    Except as required by the Act, no director is obliged to make any declaration or disclosure of interest or refrain fromvoting.  **6.3** **Limitation of Liability**    Except as otherwise provided in the Act, no Director or officer will be liable: (a) for the acts, receipts, neglects or defaults of any otherperson, or for joining in any receipt or act for conformity,  (b) for any loss, damage or expense happening to the Corporationthrough the insufficiency or deficiency of title to any property acquired by,for, or on behalf of the Corporation,  (c) for the insufficiency or deficiency of any security in or uponwhich any moneys of the Corporation are invested,  (d) any loss or damage arising from the bankruptcy, insolvency orwrongful act of any person with whom any money, security or other property ofthe Corporation is lodged or deposited, or  (e) for any other loss, damage, or misfortune whatever which mayarise out of the execution of the duties of as a Director or in relationthereto. **6.4** **Amplification of Rights**    The foregoing provisions of this Part are in amplification of orin addition to, and not by way of limitation of or substitutionfor, any rights, immunities or protection conferred on anyDirector or officer by any law or otherwise.**PART 7**     **SHARES** **7.1** **Shares and Share Certificates**    The shares of the Corporation shall be represented by certificates or, whereallowed for or required by applicable law, shall be electronically issued without acertificate. Every holder of one or more shares of the Corporation is entitled, atthe option of the holder, to a share certificate, or a non-transferable writtencertificate of acknowledgement of the right to obtain a share certificate, statingthe number and class or series of shares held as shown on the securities registers.Any certificate shall be signed in accordance with these by-laws and need not beunder corporate seal. Certificates shall be manually countersigned by at least onedirector or officer of the corporation or by or on behalf of a registrar or transferagent of the Corporation. Subject to the Act, the signature of any signing director,officer, transfer agent or registrar may be printed or mechanically reproduced onthe certificate. Every printed or mechanically reproduced signature is deemed to bethe signature of the person whose signature it reproduces and is binding upon theCorporation. A certificate
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   executed as set out in this section is valid even if a director or officer whoseprinted or mechanically reproduced signature appears on the certificate no longerholds office at the date of issue of the certificate. **7.2** **Registration of Transfers**    Subject to the Act, a transfer of a share may only be registered in theCorporation’s securities register upon: (a) presentation of the certificate representing such share with anendorsement, which complies with the Act, made on the certificate or deliveredwith the certificate, duly executed by an appropriate person as provided by theAct, together with reasonable assurance that the endorsement is genuine andeffective, upon payment of all applicable taxes and any reasonable feesprescribed by the board; or  (b) in the case of shares electronically issued without acertificate, upon receipt of proper transfer instructions from the registeredholder of the shares, a duly authorized attorney of the registered holder ofthe shares or an individual presenting proper evidence of succession,assignment or authority to the transfer the shares.**PART 8**     **DIVIDENDS AND RIGHTS** **8.1** **Declaration**    The Board may from time to time as permitted by law declare dividends payable to theshareholders according to their respective rights and interest in the Corporation.  **8.2** **Interest**    No dividend will bear interest against the Corporation.  **8.3** **Valuation of Non-Cash Dividends**    The Board will determine the value of any dividend not paid in money.  **8.4** **Dividend Cheques**    A dividend payable in money may be paid by cheque of the Corporation or its paying agent to the order of eachregistered holder of shares of the class or series on which it is declared and mailed by prepaid ordinary mail to theholder at the holder’s recorded address or as the holder otherwise directs.  **8.5** **Cheques to Joint Holders**    In the case of joint holders, a cheque in payment of dividends will, unless they otherwise jointly direct, be madepayable to the order of all of them and mailed to them at their recorded address.
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 **8.6** **Non-receipt of Cheques**    If a dividend cheque is not received by the person to whom it is so sent, the Corporation will issue to such person areplacement cheque for a like amount on such terms as to evidence of non-receipt and of title, indemnity andreimbursement of expense as the Board prescribes, whether generally or in any particular case.  **8.7** **Unclaimed Dividends**    Any dividend unclaimed for six years after the date of record for payment will be forfeited and revert to theCorporation.**PART 9**     **MEETINGS OF SHAREHOLDERS** **9.1** **Chairman, Secretary and Scrutineers**  9.1.1 The chairman of a meeting of shareholders will be the first mentioned of suchof the following officers who is present at the meeting and is willing to act: Chairmanof the Board, President, or a Vice-President.  9.1.2 If no such officer willing to act is present within 15 minutes after the timefixed for holding the meeting, the persons present and entitled to vote may choose oneof their number to be chairman.  9.1.3 If the Secretary of the Corporation is absent, the chairman will appoint someperson, who need not be a shareholder, to act as secretary of the meeting.  9.1.4 One or more scrutineers, who need not be shareholders, may be appointed byresolution or by the chairman with the consent of the meeting.  **9.2** **Persons Entitled to be Present**    The only persons entitled to be present at a meeting of shareholderswill be those entitled to vote thereat, the Directors and the auditorof the Corporation and any other person who, although not entitled tovote, is entitled or required under any provision of the Act or thearticles or by-laws to be present at the meeting, and any other personmay be admitted only on the invitation of the chairman of the meetingor with the consent of the meeting.  **9.3** **Quorum**    A quorum for the transaction of business at any meeting ofshareholders is at least one individual present at the commencement ofthe meeting holding, or representing by proxy the holder or holders of shares carrying in the aggregate not less than thirty-three andone-third per cent (33 1/3%) of the votes eligible to be cast at themeeting.
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 **9.4** **Time for Deposit of Proxies**    A proxy may be acted on only if, before the time specified in thenotice of the meeting, it is deposited with the Corporation orotherwise in accordance with the regulations made pursuant to section9.5 or, in any case where no such regulation has been made, if it hasbeen received by the secretary of the Corporation or by the chairmanof the meeting or any adjournment thereof before the time of voting.  **9.5** **Lodging of Proxies**    Subject to the Act, the Board may from time to time establishregulations regarding the lodging of proxies at some place or placesother than the place at which a meeting or adjourned meeting ofshareholders is to be held and for particulars of such proxies to becabled or telegraphed or sent in writing before the meeting oradjourned meeting to the Corporation or an agent of the Corporationand providing that proxies so lodged may be voted as though theproxies themselves were produced at the meeting or adjourned meeting,and votes given in accordance with such regulations will be valid andwill be counted.  **9.6** **Use of Various Communication Methods**    The chairman of any meeting of shareholders may, subject to anyregulations so made, in the chairman’s discretion accept facsimile,telegraphic, cable or other written communication as to the authorityof anyone claiming to vote on behalf of and to represent a shareholdernotwithstanding that no proxy conferring such authority has beenlodged with the Corporation, and votes given in accordance with suchtelegraphic or cable or written communication accepted by the chairmanwill be valid and will be counted.  **9.7** **Validity of Proxies**    A vote given in accordance with the terms of an instrument of proxy will be validnotwithstanding (a) the previous death or insanity of the shareholder giving theproxy; or  (b) the revocation of the proxy or of the authority under which theproxy was executed; or  (c) the transfer of the share in respect of which the proxy isgiven;   unless notice in writing of such death, insanity, revocation or transfer is receivedat the office of the Corporation or by the chairman of the meeting before thecommencement of the meeting or adjourned meeting at which the proxy is used.  **9.8** **Joint Shareholders**    If two or more of the joint holders of a share are present in personor represented by proxy and vote, the vote of that one of them, or ofthe proxy holder for that one of them, whose name appears first on theshareholders list of the Corporation in respect of such share will be accepted to the exclusion of the vote of another, orof the proxy holder for another, of such joint holders.
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 **9.9** **Votes to Govern**    At a meeting of shareholders every question will, except as otherwiserequired by the articles or by-laws, be determined by a majority ofthe votes cast on the question, and in case of an equality of voteseither on a show of hands or on a poll, the chairman of the meetingwill not be entitled to a casting vote.  **9.10** **Show of Hands**  9.10.1 On a show of hands every person who is present and entitled to vote will then haveone vote.  9.10.2 Whenever a vote by show of hands is taken on a question, then unless a ballot thereonis required or demanded, a declaration by the chairman of the meeting that the voteupon 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, will be prima facie evidenceof the fact without proof of the number or proportion of the votes recorded in favourof or against the question, and the result of the vote so taken will be the decision ofthe shareholders upon such question.  **9.11** **Ballots**  9.11.1 A demand for a ballot may be withdrawn at any time before the taking of the ballot.  9.11.2 If a ballot is taken each person present will be entitled to one vote, or such othernumber of votes as the by-laws provide, in respect of each share which such person isentitled to vote on the question at the meeting, and the result of the ballot so takenwill be the decision of the shareholders upon such question.  9.11.3 A poll demanded on the election of a chairman, or on a question of adjournment willbe taken forthwith, and a poll demanded on any other question will be taken at suchtime as the chairman of the meeting directs.  **9.12** **Adjournment**    The chairman may, with the consent of any meeting, adjourn themeeting from time to time.  **9.13** **Rulings by the Chairman**    The chairman of a meeting of shareholders will have regard toaccepted rules of parliamentary procedure, and (a) will have absolute authority over matters of procedure andthere will be no appeal from the ruling of the chairman, but if the chairman,in the chairman’s absolute discretion, deems it advisable to dispense with therules of parliamentary procedure at any general meeting or part thereof, the chairmanwill so state and will clearly state the rules under which themeeting or the appropriate part thereof will be conducted,
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 (b) any dispute as to the admission or rejection of a vote will bedetermined by the chairman and the chairman’s determination will be final andconclusive,  (c) if disorder arises which prevents continuation of the businessof a meeting, the chairman may quit the chair and announce the adjournment ofthe meeting, and upon the chairman’s so doing, the meeting is, notwithstandingsection 9. 13, immediately adjourned, and  (d) the chairman may ask or require anyone who is not a registeredshareholder entitled to vote at the meeting or proxyholder representing such ashareholder to leave the meeting.**PART 10**     **EXAMINATION OF RECORDS** **10.1** **Access by Auditor and Directors**    The auditor and every Director will at all reasonable times haveaccess to, and may take extracts from, all accounts, records,books and other documents of the Corporation.  **10.2** **Inspection by Shareholders**    No shareholder will have the right of inspection of any account,record, book or document of the Corporation except as prescribedby statute or authorized by the Board.**PART 11**     **NOTICES** **11.1** **Notice to Joint Shareholders**    If two or more persons are registered as joint holders of ashare, a notice must be directed to all of them but need bedelivered or addressed only to the recorded address of one ofthem to be sufficient notice to all.  **11.2** **Signature to Notice**    The signature to any notice to be given by the Corporation may bein whole or in part written, stamped, typewritten or printed.  **11.3** **Day of Transmittal**    A notice sent by any means of wire or wireless or any other formof recorded communication will be deemed to have been given onthe day when it is transmitted by the Corporation or, iftransmitted by another, on the day when it is dispatched ordelivered to the appropriate communication company or agency orits representative for dispatch, and a certificate or declarationin respect of any thereof in writing signed by an officer or byan employee of a transfer agent orregistrar of the Corporation will be conclusive evidence of the matters thereincertified or declared.
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 **11.4** **Omissions and Errors**    The accidental omission to give a notice to any shareholder,Director, officer, or auditor or the non-receipt of a notice by anysuch person or an error in a notice not affecting the substancethereof will not invalidate any action taken at a meeting heldpursuant to such notice or otherwise founded thereon.  **11.5** **Persons Entitled by Death or Operation of Law**    Every person who, by operation of law, transfer, death of ashareholder or any other means whatsoever, becomes entitled to ashare, will be bound by every notice in respect of such share whichis duly given to the shareholder from whom such person derives titleto such share before such person’s name and address is entered on thesecurities register (whether such notice is given before or after thehappening of the event upon which such person becomes so entitled)and before such person furnishes to the Corporation the proof ofauthority or evidence of entitlement prescribed by the Act.  **11.6** **Waiver of Notice**    A shareholder (or the duly appointed proxyholder of a shareholder),Director, officer, auditor or member of a committee of the Board mayat any time in writing waive any notice, or waive or abridge the timefor any notice, required to be given to such person under anyprovision of the Act, the regulations thereunder, the articles, theby-laws or otherwise, and such waiver or abridgement, if given beforethe meeting or other event of which notice is required to be given,will cure any default in the giving or in the time of such notice, asthe case may be.  **11.7** **Form of Waiver**    A waiver referred to in Article 11.6 must be in writing except awaiver of notice of a meeting of members or of the Board or of acommittee of the Board which may be given in any manner and, in thecase of a meeting of the Board or of a committee of the Board, willbe deemed to be given by a Director with respect to all businesstransacted after the Director first attends the meeting.
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