GENERAL BY-LAW
ARTICLE 1
INTERPRETATION

Interpretation

1.01

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

(a)

"Act" means the Corporations Act of Ontario as amended from time to time or any other Act or statute substituted therefore;

(b)

"Affiliate" shall have the meaning set out in the Corporations Act, as amended from time to time;

(c)

"Board" means the Board of Directors of the Corporation;

(d)

"Corporation" means Ontario Telecommunications Association;

(e)

Incumbent Independent Local Exchange Carrier means any local exchange carrier who owns or operates a transmission facility, normally comprised of less then 100,000 network access lines, used by that person or another person to provide Tele-communications service to the public for compensation and has done so prior to the advent of local competition in the local exchange market in Canada in 1997.

(f)

"Directors" means the Directors of the Corporation and "Director" means any one of such Directors;

(g)

"Letters patent" means the letters patent of the Corporation and includes all supplementary letters patent;

(h)

all terms which are used in this or any other by-law of the Corporation and which are defined in the Act shall have the meanings given to them in the Act;

(i)

words importing the singular number include the plural and vice versa;

(j)

words importing the masculine gender include the feminine and neuter genders; and

(k)

the word "person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate (including a municipal body corporate), commission, department or branch of a municipal body corporate, partnership, and a natural person in his capacity as trustee, executor, administrator, or other legal representative.

ARTICLE 2
SEAL, HEAD OFFICE AND FINANCIAL YEAR

Seal

2.01

The Corporation shall have a seal on which its name is engraved in legible characters.

Head Office

2.02

The head office of the Corporation shall be situated in the Province of Ontario, and at such address therein as the Directors may from time to time by resolution determine. The place where the head office is located may, in accordance with the Act, be changed from time to time by by-law. The Corporation may have other offices at such places within or outside Canada as the Directors from time to time by resolution determine.

Financial Year

2.03

Unless the Directors otherwise determine by resolution, the financial year of the Corporation shall end on December 31 in each year.

ARTICLE 3
BOOKS AND RECORDS

Corporate Records

3.01

The following records shall be kept at the head office of the Corporation or at such other place or places as the Directors may from time to time by resolution determine:

(a)

a copy of the letters patent and all by-laws of the Corporation;

(b)

the names, alphabetically arranged, of all persons who are or have been members of the Corporation, the address and calling of every member, as far as can be ascertained, and the category of membership of each member;

(c)

the names, addresses and callings of all persons who are or have been Directors, with the several dates on which each became or ceased to be a Director;

(d)

minutes of all proceedings at meetings of members and meetings of Directors.

Accounting Records

3.02

Proper accounting records with respect to all financial and other transactions of the Corporation shall be kept by the Corporation at the head office of the Corporation or at such other place in Ontario as the Directors think fit, and shall at all times be open to inspection by the Directors.

Auditor

3.03

The Active Members shall at each annual meeting appoint an auditor to audit the accounts and financial statements of the Corporation for report to the members at the next annual meeting. The auditor shall not be a Director or officer or employee of the Corporation. The auditor shall hold office until the next annual meeting. The Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Directors.

ARTICLE 4
MEMBERS

Membership and Classes

4.01

Each person who has applied for membership and who has been accepted for membership, by a majority vote of the Directors, in accordance with this by-law and the requirements established from time to time by the Directors shall be accepted as a member. Each member shall be classified as an Active Member, an Associate Member, a Special Associate Member, an Other Associate Member or a Life Member.

Active Members

4.02

An Active Member of the Corporation is any Incumbent Independent Local Exchange Carrier, which has complied with all other requirements of active membership established from time to time by the Directors.

Associate Members

4.03

An Associate Member of the Corporation is any person who conducts business with Active Members and who is approved for membership by the Directors, including but not limited to:

(i)

manufacturers of telecommunications equipment;

(ii)

organizations which market telecommunications equipment;

(iii)

publishers of telecommunications trade magazines and telecommunication directories;

(iv)

data processing and billing; computer software and hardware providers;

(v)

engineering, advertising, accounting, insurance brokers and managerial firms or organizations.

Associate Members shall have no powers to vote, to promote motions and resolutions, or to hold office; attendance at Association meetings and conferences is at the discretion and by invitation of the Board of Directors of the Association. Associate Members shall be in sympathy with the objects and purposes of the Association, as set forth in these by-laws.

Special Associate Members

4.04

Special Associate Members may include those carriers who have signed agreements with the Active Members. Special Associate Members may also include other local telecommunication common carriers. Special Associate Membersshall have no powers to vote, to promote motions and resolutions, or to hold office; attendance at Association meetings and conferences is at the discretion and by invitation of the Board of Directors of the Association. Special Associate Members shall be in sympathy with the objects and purposes of the Association, as set forth in these by-laws.

Other Associate Members

4.05

Other Associations approved by the Board of Directors of this Association, shall be eligible as an Other Associate Member. Other Associate Members shall have no powers to vote, to promote motions and resolutions, or hold office; attendance at Association meetings and conferences is at the discretion and by invitation of the Board of Directors of the Association. Other Associate Members shall be in sympathy with the objects and purposes of the Association, as set forth in these by-laws.

Life Members

4.06

Any person, who has made a substantial contribution to this Association and its Active Members as a whole, shall be eligible as a Life Member. The Board of Directors may, upon its own motion, approve any person as a Life Member. Life Members may by invitation attend member meetings but shall have no powers to vote, to promote motions and resolutions, or to hold office. Life Members shall be in sympathy with the objects and purposes of the Association, as set forth in these by-laws.

Membership Dues

4.07

All members shall be required to pay such annual dues as may from time to time be established by the Directors. The Directors may, in their discretion, waive the requirement for any member or class of member to pay dues. Any member whose dues are in arrears after March 31 in the fiscal year for which the dues are owing shall be suspended as a member of the Corporation, unless the Directors have waived the requirement for such member to pay his dues, until such time as the dues in arrears are paid in full.

Active Members Dues

4.08

Active Members shall be assessed annual dues based on the total network access services (NAS), as reported to the CRTC at the most recent year end. Total annual dues will be assessed by applying specific factors to the NAS of an Active Member within six ranges, as outlined in the table below. The Board may, in their discretion, alter Active Member dues by adjusting some or all of the factors in the table. Generally, the factors applicable to each range of NAS will decrease so that the dues payable on each block of NAS is less as NAS within the block increases. The proposed Active Members annual dues shall be appended to the annual budget, which shall be approved by the Board. In addition to annual dues, special levies may be assessed to fund extra-ordinary costs incurred by the Corporation on behalf of some or all Active Members. Special levies shall be assessed on a pro-rata basis using a formula similar to the annual dues formula. The Active Members required to pay a special levy shall give prior approval to such expenditures.

Withdrawal

4.09

Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation.

New Members

4.10

Prospective members may apply to the Directors for acceptance into the Corporation. The Directors may by resolution accept the application or reject such application or deny such application, if the proposed membership is deemed not to be in the best interest of the Corporation.

Termination of Membership

4.11

Membership in the Corporation may be suspended or terminated upon the affirmative vote of two-thirds of the Directors. Appeal from such termination or suspension may be made at the annual meeting of the Corporation which follows such termination or suspension and an appeal from such termination or suspension shall be allowed and the member reinstated if a majority of the active members present at such meeting approve the reinstatement.

ARTICLE 5
MEETINGS OF MEMBERS

Annual Meetings

5.01

An annual meeting of the Corporation shall be held at least once in every calendar year and not more than fifteen (15) months after the holding of the last preceding annual meeting. The annual meeting shall be held at such place within Canada and on such date and time as the Directors determine. At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statements and the report of the auditor shall be presented and an auditor shall be appointed for the ensuing year.

Special General Meeting

5.02

Upon the affirmative vote of two-thirds of the Board, the Directors may at any time call a special general meeting of the members for the transaction of any business specified in the notice of the meeting. The Secretary shall, on the requisition of not less than fifty per cent (50%) of the Active Members, call a special general meeting of the members for the transaction of the business specified in such requisition.

Notice of Meetings

5.03

Notice in writing of the time and place of each meeting of members shall be given, not fewer than fourteen (14) days or more than sixty (60) days before the day on which the meeting is to be held, to the auditor, the Directors and each member entitled to vote at the meeting. Notice of a special general meeting of members shall state the nature of the business to be transacted in sufficient detail to permit the members to form a reasoned judgment thereon.

Quorum

5.04

Except as otherwise provided by the Act, or by the letters patent or by any other by-law of the Corporation, in order to constitute a quorum for the transaction of business at any meeting of the members, there shall be present, in person, a majority of the Active Members.

Adjournment

5.05

If thirty (30) minutes after the time appointed for the holding of any meeting of the members a quorum be not present, the meeting shall stand adjourned for three hours on the same day and at the same place. If at such adjourned meeting a quorum is not present; those members who are present and entitled to vote shall be deemed to be a quorum and may transact all business which a full quorum might have done.

Right to Vote

5.06

At all meetings of members, each Active Member shall be entitled to one vote. Associate members, Special Associate Members, and Other Associate Members shall not be entitled to vote or attend meetings of members, except by invitation of the Board. Life Members may, by invitation, attend Member meetings, but shall not be entitled to vote.

Persons Entitled to be Present

5.07

The only persons entitled to attend a meeting of members shall be Active Members, the Directors, and the auditor. Any other person may be admitted only on the invitation of the Chairman of the meeting or with the consent of the meeting. Delegates who are officers or employees of such Active Members may represent active members at meetings of members. Active Members shall not be limited in the number of such delegates attending membership meetings.

Active Members Voting Delegates

5.08

Each Active Member shall appoint one representative to vote and act on the Member company's behalf at all Member meetings. A voting delegate shall have the authority to bind the Member Company. Each voting delegate shall be registered in writing with the Corporation.

Chairman, Secretary and Scrutineers

5.09

The President or in his absence a Vice-President who is a Director shall be Chairman of any meeting of members. If no such officer is present within fifteen (15) minutes from the time fixed for holding the meeting, the members present and entitled to vote at the meeting shall choose one of their numbers to be Chairman. The Chairman shall appoint some person, who need not be the Secretary of the Corporation or a member, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by resolution or by the Chairman with the consent of the meeting.

Votes to Govern

5.10

At any meeting of members every question shall, unless otherwise required by the letters patent, the by-laws, the Act or other legislative requirements, be determined by a majority of the votes cast on the question. In case of an equality of votes, either upon a show of hands or upon a ballot, the Chairman of the meeting shall be entitled to a second or casting vote.

Show of Hands

5.11

At any meeting of the members, unless a ballot is demanded, any vote may be taken by a show of hands. The declaration of the Chairman that a resolution has been carried, or carried unanimously or by a particular Majority, or lost, 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 such resolution.

Ballots

5.12

At any meeting of the members, a ballot may (before or immediately following the declaration of the result of any show of hands) be directed by the chairman or demanded by any member entitled to vote at the meeting. Upon a ballot, every Active Member shall be entitled to one vote and the ballot shall be taken in such a manner as the Chairman directs and the result shall be the decision of the members.

ARTICLE 6
DIRECTORS

Number

6.01

Until changed by Special Resolution of the Members, the number of Directors of the Corporation shall be seven (7).

Election of Directors

6.02

The Active Members at the annual meeting of members shall elect the Directors, from the representatives of the Active Members in good standing at each annual meeting. Returning Directors shall be eligible for re-election. The Board of Directors shall not have more than one representative for any Active Member.

Nomination of Directors

6.03

The Board of Directors shall at least sixty (60) days before the Annual Meeting appoint a Nominating Committee of three (3) Active Members, whose Chairman shall be a Member of the Board of Directors.

The Nominating Committee, in seeking candidates for Directors, shall consider the composition of the Membership of the Association so as to give representative weighting, among the nominees, to the type, size, and location of the systems.

The Nominating Committee shall actively seek out suitable and qualified candidates, shall receive and consider nominations from Active Members and shall submit the names of a maximum of seven (7) candidates, to the Board of Directors. The Board of Directors shall present a maximum of seven (7) candidates to the Annual Meeting, for election as Directors and the list of names shall be submitted to the Members with the official notice of the meeting at least ten (10) days before the annual general meeting. The choosing of these nominees shall be solely within the discretion of the Board of Directors.

Nothing in this section shall be deemed to prohibit nominations from the floor at the time of the Annual Meeting.

Qualification

6.04

No person shall be qualified for election or appointment as a Director if he is a salaried employee of the Corporation; if he is less than eighteen (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 does not have the power under law to contract. A Director must be a resident of Canada and must appointed by the Directors of the Active Member as a representative of that Active Member.

Term

6.05

Directors shall be elected to hold office for a term of one (1) year. Directors shall be eligible for re-election or re-appointment to the Board for additional terms.

Vacation of Office

6.06

The office of a Director shall be vacated if:

(a)

He dies;

(b)

He is removed from office by the majority vote of Active Members;

(c)

He ceases to be qualified for election as a Director; or

(d)

The Corporation receives his written resignation, at the time the written resignation is received or at the time specified in the resignation, whichever is later.

Removal of Directors

6.07

The Active Members may, by ordinary resolution passed at an annual meeting or special general meeting of members, remove from office any Director and may by a majority of votes cast at the meeting elect any person to replace the Director so removed to hold such office for the remainder of the term of such removed Director. A majority of Directors may remove a Director who has, without an excuse satisfactory to the Board, failed to attend two-thirds of the meetings of Directors in the calendar year.

Vacancies

6.08

Subject to the Act and this by-law, the Directors remaining in office may fill a vacancy in the Board as soon, as is reasonably practical following the creation of such a vacancy. A Director appointed to fill a vacancy shall hold office for the unexpired term of his predecessor.

Remuneration of Directors

6.09

No Director shall profit, directly or indirectly, from his position as a Director of the Corporation. The Directors shall be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation, pursuant to expense guidelines.

Disclosure of Interest

6.10

Every Director or officer of the Corporation who is a party to a material contract or transaction or a proposed material contract or transaction with the Corporation or who is a Director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction, or a proposed material contract or transaction, with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Such Director shall not vote on any resolution to approve the same except as provided by the Act.

Powers of Directors

6.11

The Directors of the Corporation shall manage the affairs of the Corporation in all things and may make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the Corporation is by its letters patent or otherwise authorized to exercise and do. The Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The Board of Directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

ARTICLE 7
MEETINGS OF DIRECTORS

Notice of Meetings

7.01

Meetings of the Board shall be held from time to time at such place, at such time and on such day as the President or any two Directors may determine, and the Secretary shall call meetings when so directed or so authorized. Notice of every meeting shall be delivered or sent by telecopier or other electronic means to each Director not less than five (5) days before the time when the meeting is to be held; and not less than fourteen (14) days before the time when the meeting is to be held if such notice is sent by mail. No notice of a meeting shall be necessary if all the Directors are present or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting.

First Meeting of New Board

7.02

Provided a quorum of Directors is present, the Board may without notice hold its first meeting immediately following the meeting of members at which such Board is elected.

Place of Meetings

7.03

Meetings of the Board may be held at any place within Canada, or such other location, which from time to time the Board considers appropriate.

Regular Meetings

7.04

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 resolutions 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 meetings except where the Act required the purpose thereof or the business to be transacted thereat to be specified. Representatives of Active Members may attend meetings of the Board after they have notified the Chairman of their intention to do so. Any other person may be admitted to the Board of Directors meeting, only by invitation of the Chairman or with the consent of the meeting.

Meetings by Telecommunication Facilities

7.05

If all the Directors of the Corporation 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 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.

Resolutions in Writing

7.06

A resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of Directors is as valid as if it had been passed at a meeting of Directors. Such resolution may be signed in counterpart and facsimile signatures are acceptable.

Quorum

7.07

In order to constitute a quorum for the transaction of business at any meeting of the Directors, a majority of the Directors shall be present in person or by telephone in accordance with the requirements of this by-law. In the event a vacancy shall arise in the board a majority of the remaining Directors shall, pending the appointment of a Director to fill such vacancy, constitute a quorum for the transaction of business at meetings of Directors.

Chairman

7.08

The President or in his absence a Vice-President shall be chairman of any meeting of the Directors. If neither of the said officers were present, the Directors present shall choose one of their numbers to be chairman.

Secretary

7.09

At any meeting of the Directors, the Secretary or in the absence of the Secretary a person appointed by the chairman shall act as Secretary.

Voting

7.10

At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question, except as otherwise provided in this by-law. In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.

Validity of Act of Directors

7.11

All Acts approved by the Directors or a committee of Directors, or by any person acting as such, shall be valid notwithstanding that it is discovered that there was some defect in the appointment of any such Director or person so acting or that they or any of them were disqualified.

ARTICLE 8
COMMITTEES

Committees of the Board

8.01

The Board may from time to time appoint one or more Committees of the Board, whose members shall serve at the pleasure of the Board, and may delegate to any such committee any of the powers of the Board except those which pertain to items which the Act provides may not be delegated to a committee of the Board.

Transaction of Business

8.02

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 members of such committee who would have been entitled to vote on that resolution at a meeting of the committee.

Advisory Bodies

8.03

The Board may from time to time appoint such advisory bodies, as it may deem advisable.

Procedure

8.04

Unless otherwise determined by the Board, each committee and advisory body shall have power to fix its quorum at not less than a majority of its members, to elect a chairman and to regulate its procedure.

Expenses of Committee Members

8.05

Expenses of Committee Members may be paid to such Committee Members as authorized, pursuant to expense guidelines.

ARTICLE 9
OFFICERS

Officers

9.01

The officers of the Corporation shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer, and any such other officers as the Board may from time to time determine. Any two (2) or more of the said offices may be held by the same person. The Board may from time to time appoint such other officers and agents as it shall deem necessary, who shall have such authority and shall perform such duties as may from time to time be determined by the Board.

Qualification

9.02

Except for the President, Secretary and at least one (1) Vice-President, the officers need not be Directors but shall be employees or officers of Active Members. No person who is a Director of the Corporation shall hold the same office for more than four (4) consecutive years. Officers who are not Directors shall not be entitled to vote and shall hold office at the pleasure of the Board.

Term of Office and Remuneration

9.03

The terms of employment and remuneration of all officers, agents or attorneys appointed by the Board shall be determined from time to time by resolution of the Board. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board at any time.

Resignation and Removal

9.04

Any officer may resign at any time by delivering his resignation, in writing, to the President or the Secretary or orally or in writing, to a meeting of the Directors. Any officer may be removed at any time, either with or without cause, by a resolution carried by the affirmative vote of a majority of the Directors then in office.

President

9.05

The President shall be the chief executive officer of the Corporation and shall be responsible for overseeing the general management and direction, subject to the authority of the Board, of the Corporation's business and affairs and shall have the power to appoint and remove any and all employees and agents of the Corporation not appointed directly by the Board and to settle the terms of their employment and remuneration. He shall ensure that the policies, orders and resolutions of the Board are carried into effect, and he shall report to the Board on the affairs of the Corporation at regular intervals, and at such other times as he may be requested by the Board to do so. The President shall preside at all meetings of the Directors at which he is present as the chairman of such meeting. The President shall be elected from the Board.

Vice-President

9.06

During the absence or inability to act, of the President, his duties may be performed and his powers exercised by the Vice-President or, if there are more than one, by the Vice-Presidents in order of seniority (as determined by the Directors). The Vice-President or Vice-Presidents shall also perform such duties and exercise such powers as the Directors or the President may, from time to time, assign to him or them, and shall be elected from the Board.

Secretary

9.07

The Secretary shall attend the meetings of the members and of the Board and shall keep or cause to be kept records of the proceedings at these meetings in suitable minute books. He shall give notice of all meetings as required by the Act or by or under these by-laws. He shall be custodian of the corporate seal and of the corporate books and records (except books of account and accounting records) required to be kept by law. He shall perform all the duties incident to the office of Secretary and such other duties as may be assigned to him from time to time by the Directors or the President or as may be prescribed by the Act.

Treasurer

9.08

The Treasurer shall keep or cause to be kept full and accurate books of account in which shall be recorded all transactions affecting the financial position of the Corporation. Under the direction of the Directors, he shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation. He shall render to the Directors, at their meetings or whenever required of him, an account of all his transactions as Treasurer and a report of the financial position of the Corporation. He shall in general perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Directors or by the President. He shall faithfully discharge his duties and may be required to give a bond for their faithful discharge in such sum and with such securities as the Board shall determine and shall not also be an auditor.

Agents and Attorneys

9.09

The Directors may, at any time from time to time, by resolution, appoint any person or persons to be the attorney or attorneys of the Corporation for such purposes and with such powers, authorities and discretions and for such period and subject to such conditions as the Board thinks fit. Any attorney may be authorized by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him.

ARTICLE 10
PROTECTION OF DIRECTORS AND OFFICERS

Standard of Care

10.01

Every Director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation, and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every Director and officer of the Corporation shall comply with the Act, the letters patent and the by-laws of the Corporation.

Indemnity of Directors and Officers

10.02

The Corporation shall indemnify each Director and officer of the Corporation, each former Director and officer of the Corporation and any 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 member, shareholder or creditor, and his heirs and legal representatives, against all costs, charges, and expenses, including any 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 body corporate, and, with the approval of the court, in respect of an action by or on behalf of the Corporation or body corporate to procure a judgement in its favour, to which he is made a party by reason of being or having been a Director or officer of the Corporation or body corporate, against all costs, charges and expenses reasonably incurred by him in connection with such action, if he acted honestly and in good faith with a view to the best interests of the Corporation and, 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.

Insurance for Directors and Officers

10.03

The Corporation may purchase and maintain insurance for the benefit of the Directors and officers of the Corporation against any liability incurred by any such person, in his capacity as a Director or officer of the Corporation, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of the Corporation, or in his capacity as a Director or officer of another body corporate where he acts or acted in that capacity at the Corporation's request, except where the liability relates to his failure to act honestly and in good faith with a view to the best interests of the body corporate.

ARTICLE 11
NOTICES

Method of Giving Notices

11.01

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the letters patent, the by-laws or otherwise to a member, Director, officer, auditor or member of a committee of the Board shall be sufficiently given if delivered personally to the person to whom it is to be given or if mailed to him at this 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 given when it is delivered personally, a notice so mailed shall be deemed to have been given on the fifth day after it is deposited in a post office, and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched. The Secretary may change or cause to be changed the recorded address of any member, Director, officer, auditor, or member of a committee of the Board in accordance with any information believed by the Secretary to be reliable.

Computation of Time

11.02

In computing the period of days when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the period shall be deemed to commence the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day following that is not a Sunday or holiday.

Undelivered Notices

11.03

If any notice given to a member pursuant to this article eleven is returned on three consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such member until he informs the Corporation in writing of his new address.

Omissions and Errors

11.04

The accidental omission to give any notice to any member, 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 the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

ARTICLE 12
EXECUTION OF INSTRUMENTS

Contracts, Documents or Other Instruments

12.01

The Board shall have power from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing. The term "contracts, documents or instruments in writing" as used in this by-law shall include deeds, mortgages, hypothecations, charges, conveyances, transfer and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or share warrants, stocks, bonds, debentures or other securities and all paper writings.

Sealing of Contracts

12.02

Any signing officer may affix the corporate seal to any contract document or instrument in writing requiring the same.

ARTICLE 13
BANKING AND BORROWING

Banking

13.01

The Corporation's banking business, or any part thereof, shall be transacted with such bank, trust company or other Corporation carrying on a banking business and by such officer or officers or person or persons and to such extent as the Directors may by resolution from time to time determine. Without restricting the generality of the foregoing, the authority conferred by any such resolution may extend to the operation of any and all of the Corporation's account; the making, the signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money, by way of overdraft or otherwise, including authority to any person to deposit with or transfer to the Corporation's account only, and endorse for that purpose by means of a stamp bearing the Corporation's name, any and all such instruments; the giving of receipts for and orders relating to any property of the Corporation; the execution of any agreement relating to any such banking business and defining the rights and powers of the parties thereto; and the authorizing of any officer of such banker to do any act or thing on the Corporation's behalf to facilitate such banking business.

Borrowing

13.02

The Directors of the Corporation may from time to time:

(a)

borrow money upon the credit of the Corporation;

(b)

limit or increase the amount to be borrowed;

(c)

issue debentures or other securities of the Corporation;

(d)

pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and,

(e)

secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothecation, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation.

Any or all of the foregoing powers may from time to time be delegated by the Directors to any one or more of the Directors or officers of the corporation.

ARTICLE 14
MISCELLANEOUS

Effective Date

14.01

The by-law shall come into force only after;

(a)

it has been adopted by the Board;

(b)

it has been approved by a majority of not less than two thirds of the Active Members of the Corporation present at an annual or special general meeting following its adoption by the Board.

Repeal

14.02

The previous general by-law of the Corporation shall be repealed as of the coming into force of this by-law. Such repeal shall not affect the previous operation of such repealed by-law or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under such repealed by-law.

Amendments

14.03

The Directors may repeal or amend this by-law or any other by-law or enact any new by-law provided that such repeal, amendment or enactment by the Directors shall only be effective and acted upon after such repeal, amendment or enactment has been approved by a majority of not less than two thirds of the Active Members of the Corporation present at an annual or special general meeting following its adoption by the Board.