BY-LAW NO. 1A

A by-law relating generally to the transaction of the business and affairs of

THE CANADIAN ASSOCIATION OF PAEDIATRIC HEALTH CENTRES/
ASSOCIATION CANADIENNE DES CENTRES DE SANTÉ PEDIATRIQUES

(hereinafter referred to as the "Association").

Interpretation

1. Definitions. In this By-Law, unless the context otherwise specifies or requires:

(a) "Act" means the Canada Corporations Act, R.S.C. 1970, chap. c.C-32 as from time to time amended and every statute that may be substituted therefor and, in the case of such substitution, any references in the By-laws of the Association to provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;

(b) "By-laws" means any By-law of the Association from time to time in force and effect;

(c) "Letters Patent" means the Letters Patent and any supplementary letters patent of the Association; and

(d) "Regulations" means the regulations made under the Act as from time to time amended and every regulation that may be substituted therefor and, in the case of such substitution, any references in the By-laws of the Association to provisions of the regulations shall be read as references to the substituted provisions therefor in the new regulations.

2. Interpretation. This By-law shall be, unless the context otherwise requires, construed and interpreted in accordance with the following:

(a) all terms contained herein and defined in the Act or the Regulations shall have the meanings given to such terms in the Act or such Regulations;

(b) words importing the singular number only shall include the plural and vice versa; and the word "person" shall include individuals, syndicates, trusts and any number or aggregate of persons; and

(c) the headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

Head Office

3. Head Office. The head office of the Association shall be in the City of Ottawa, in the Province of Ontario.
SEAL

4. Seal. The seal, an impression of which is stamped in the margin hereof, shall be the seal of the Association.

Directors

5. Duties and Number. The affairs of the Association shall be managed by a board of directors who may be known and referred to as directors, trustees or governors. There shall be a minimum of three (3) directors. The precise number of directors of the Association from time to time and the quorum for meetings of the directors shall be determined by the members at a meeting of members.

6. Qualifications. Every director shall be eighteen (18) or more years of age.

7. Directors. The directors in office on the date this By-law comes into effect shall continue as the directors of the Association for the balance of the term for which they were elected and shall continue until their successors are elected at a meeting of members.

8. Election and Term. Subject to the provisions of this By-law, directors shall be elected yearly by the members at an annual meeting. The directors' term of office shall be from the date of the meeting at which they are elected until the annual meeting next following or until their successors are elected. The whole board of directors shall retire at the annual meeting at which the election of directors to be made but, subject to the provisions of the By-laws, shall be eligible for re-election.

9. Vacancies. The office of a director shall automatically be vacated:

(a) if the director becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment or is declared insolvent;

(b) if the director is found to be a mentally incompetent person or becomes of unsound mind;

(c) if the director by notice in writing to the Association resigns office which resignation shall be effective at the time it is received by the Secretary of the Association or at the time specified in the notice, whichever is later;

(d) if at a special meeting of members, a resolution is passed by at least two-thirds (2/3) of the votes cast by the members at the special meeting removing the director before the expiration of the director's term of office; or

(e) if the director dies.

10. Filling Vacancies. A vacancy occurring in the board of directors shall be filled as follows:

(a) if the vacancy occurs as a result of the removal of any director by the members in accordance with paragraph 9(d) above, it may be filled upon the vote of a majority of the members and any director elected to fill a removed director's place shall hold office for the remainder of the removed director's term;

(b) any other vacancy in the board of directors may be filled for the remainder of the term by the directors then in office, provided there is a quorum. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy, and, in default or if there are no directors then in office, the meeting may be called by any member;

(c) otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected.

If the number of the directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

11. Committees. The board of directors may from time to time appoint any committee or committees, as it deems necessary or appropriate for such purposes and with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors. The board of directors may fix any remuneration for committee members who are not also directors of the Association.

12. Remuneration of Directors. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from occupying the position of director; provided that a director may be reimbursed for reasonable expenses incurred by the director in the performance of the director's duties. Nothing herein contained shall be construed to preclude any director from serving the Association as an officer or in any other capacity and receiving compensation therefor.

Meetings of Directors

13. Place of Meeting. Meetings of the board of directors may be held at any place within or outside Canada.

14. Notice. A meeting of directors may be convened by the Chairperson of the Board, the Vice-Chairperson of the Board or any two directors at any time. The Secretary, when directed or authorized by any of such officers or any two directors, shall convene a meeting of directors. Notice of any meeting that is provided electronically shall be served in the manner specified in paragraph 60 of this By-law not less than forty-eight (48) hours before the meeting is to take place. Notice of any such meeting that is sent by mail shall be served in the manner specified in paragraph 60 of this By-law not less than fourteen (14) days (exclusive of the day on which the notice is delivered or sent but inclusive of the date for which the notice is given) before the meeting is to take place.

A director may in any manner and at any time waive notice of a meeting of directors and attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Meetings of directors may be held at any time without notice if all the directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all of the absent directors waive notice before or after the date of such meeting.

If the first meeting of the board of directors following the election of directors by the members is held immediately thereafter, then for such meeting or for a meeting of the board of directors at which a director is appointed to fill a vacancy in the board, no notice shall be necessary to the newly elected or appointed directors or director in order to legally constitute the meeting, provided that a quorum of the directors is present.

15. Error or Omission in Giving Notice. No error or accidental omission in giving notice of any meeting of directors shall invalidate such meeting or make void any proceedings taken at such meeting.

16. Adjournment. Any meeting of directors may be adjourned from time to time by the chairperson of the meeting, with the consent of the meeting, to a fixed time and place. Notice of any adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

17. Regular Meetings. The board of directors may appoint a day or days in any month or months for regular meetings of the board of directors at a place or hour to be named by the board of directors and a copy of any resolution of the board of directors fixing the place and time of regular meetings of the board of directors shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meetings.

18. Quorum. The number of directors forming a quorum for the transaction of business shall be fixed by the members and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

19. Voting at Meetings of Directors. Each director is authorized to exercise one (1) vote. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes the chairperson of the meeting in addition to an original vote shall have a second or casting vote.

20. Detailed Voting Ballot. Where a director is unable to participate at a meeting of the directors of the Association then, subject to this By-law, the director may have his or her vote recorded for the purposes of the meeting by means of a detailed voting ballot. The detailed voting ballot shall be provided by the Secretary to any director who indicates his or her inability to attend a meeting of directors in person or by teleconference. The completed and signed voting ballot must be returned by the absent director to the Secretary and to another director of the Association who will be attending the meeting of directors prior to the commencement of the meeting at which the absent director's vote is to be counted. The voting ballot must contain sufficient detail concerning matters to be raised at the meeting to allow a director who is unable to attend the meeting the opportunity to make a reasoned judgement on the matters contained therein. A director's vote by ballot will only be counted if the motion on the floor of the meeting is identical to that contained in the mail ballot. The deposit of a ballot with the Secretary and a director of the Association will not constitute that director present for the purposes of establishing a quorum at any meeting of directors.

21. Electronic Participation. The directors of the Association may meet by teleconference or video-conference provided that a majority of the directors consents to so meeting or such meetings have been approved by resolution passed by the board of directors at a meeting of the directors of the Association.

22. Meetings by Other Electronic Means. The directors of the Association may meet by other electronic means that permits each director to communicate adequately with each other, provided that:

(a) the board of directors of the Association has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing a quorum and recording votes;

(b) each director has equal access to the specific means of communication to be used;

(c) each director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.

Powers of Directors

23. Administer Affairs. The board of directors of the Association shall administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association 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 Association is by its Letters Patent or otherwise authorized to exercise and do.

24. Expenditures. The board of directors shall have power to authorize expenditures on behalf of the Association from time to time for the purposes of furthering the objects of the Association. The board of directors shall have the power to enter into a trust arrangement with a trust company or other financial institution for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Association in accordance with such terms as the board of directors may prescribe.

25. Borrowing Power. The board of directors of the Association may from time to time:

(a) borrow money on the credit of the Association;

(b) limit or increase the amount to be borrowed;

(c) issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Association;

(d) charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Association, including book debts, rights, powers and undertakings, to secure any debt obligations or any money borrowed, or other debt or liability of the Association; and

(e) delegate the powers conferred on the directors under this paragraph to such officer or officers of the Association and to such extent and in such manner as the directors shall determine.

The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Association possessed by its directors or officers independently of this By-law.

26. Fund Raising. The board of directors shall take such steps as they may deem requisite to enable the Association 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 Association.

27. Agents and Employees. The board of directors may appoint such agents and engage such employees (and may delegate this function to an officer or officers of the Association) as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed at the time of such appointment. The remuneration of officers, agents, employees and committee members shall, subject to the other provisions of this By-law, be fixed by the board of directors by resolution provided that the board of directors may delegate this function to an officer or officers of the Association.

Officers

28. Appointment.

(a) Chairperson of the Board. The board of directors shall appoint from among its members, a Chairperson of the Board and a Vice-Chairperson of the Board. The first appointment to these offices shall be made upon the coming into force of these By-laws, and thereafter, when required. The term of office of the Chairperson of the Board shall be fixed by the directors, to expire at the close of the next annual meeting of members or, at the discretion of the board, on the first or second anniversary of the next annual meeting of members. The Chairperson of the Board shall be eligible for reappointment if otherwise qualified. Upon expiration of the term of office of the Chairperson, he or she shall become and be known as the Past Chairperson, continuing in office until the expiration of the term of office of the succeeding Chairperson.

(b) Vice-Chairperson of the Board. The board of directors shall appoint from among its members, a Vice-Chairperson of the Board. The first appointment to this office shall be made upon the coming into force of these By-laws, and thereafter, when required. The Vice-Chairperson of the Board shall automatically succeed to the office of Chairperson, when that office becomes vacant.

(c) Chief Executive Officer. The board of directors shall appoint a Chief Executive Officer.

(d) Secretary. The board of directors shall appoint a Secretary.

(e) Treasurer. The board of directors shall appoint a Treasurer.

29. The Chairperson of the Board and the Vice-Chairperson of the Board shall be directors of the Association but no other officer need be. Except for the Chairperson and Vice-Chairperson two or more of the aforesaid offices may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer that person may but need not be known as the Secretary-Treasurer.

30. Vacancies. Notwithstanding the foregoing, each incumbent officer shall continue in office until the earlier of:

(a) that officer's resignation, which resignation shall be effective at the time the written resignation is received by the Secretary of the Association or at the time specified in the resignation, whichever is later;

(b) the appointment of a successor;

(c) that officer ceasing to be a director if such is a necessary qualification of appointment;

(d) that officer's removal;

(e) that officer's death.

31. Except as otherwise provided, if the office of any officer of the Association shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

32. Remuneration of Officers. The remuneration if any of all officers appointed by the board of directors shall be determined from time to time by resolution of the board of directors. All officers shall be entitled to be reimbursed for reasonable expenses incurred in the performance of the officer's duties.

33. Removal of Officers. Officers shall be subject to removal by resolution of the board of directors at any time.

34. Duties of Officers May be Delegated. In case of the absence or inability to act of any officer of the Association or for any other reason that the board of directors may deem sufficient, the board of directors may delegate all or any of the powers of any such officer to any other officer or to any director for the time being.

35. Powers and Duties. All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the board of directors. The duties of the officers shall include:

(a) Chairperson of the Board. The Chairperson of the Board, if any, shall, when present, preside at all meetings of the board of directors, committees of directors, if any, and the members. The Chairperson shall also exercise the powers of the Chief Executive Officer when that office is vacant.

(b) Vice-Chairperson of the Board. If the Chairperson of the Board is absent or is unable or refuses to act, the Vice-Chairperson of the Board, if any, shall, when present, preside at all meetings of the board of directors, committees of directors, if any, and the members.

(c) Chief Executive Officer. The board of directors may delegate to the Chief Executive Officer full power to manage and direct the business and affairs of the Association and to employ and discharge agents and employees of the Association. The Chief Executive Officer shall supervise the day to day operations and administration of the Association. The Chief Executive Officer shall conform to all lawful orders given by the board of directors of the Association and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Association.

(d) Secretary. The Secretary shall give or cause to be given notices for all meetings of the board of directors or committee of directors, if any, and members when directed to do so and have charge of the corporate seal of the Association and of the documents and registers referred to in Section 109 of the Act.

(e) Treasurer. The Treasurer shall keep or shall cause to be kept an accurate account of all receipts and disbursements of the Association in proper books of account, and shall deposit or shall cause to be deposited all monies or other valuable effects in the name and to the credit of the Association in such banks or banks as may be designated from time to time by the board of directors. The Treasurer shall disburse or cause to be disbursed the funds of the Association under the direction of the board of directors, receiving proper vouchers thereof and render to the board of directors at its regular meetings or whenever required, an account of all of his transactions as Treasurer, and of the financial position of the Association.

For the Protection of Directors and Officers

36. For the Protection of Directors and Officers. Except as otherwise provided in the Act, no director or officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person including any person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Association or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the director's or officer's respective office or trust or in relation thereto unless the same shall happen by or through the director's or officer's own willful neglect or default.

Indemnities to Directors and Others

37. Indemnities to Directors and Others. Every director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association or any corporation controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against;

(a) all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against the director, officer or other person for or in respect of any act, deed matter or thing whatever, made, done or permitted by them, in or about the execution of the duties of such office or in respect of any such liability; and

(b) all other costs, charges and expenses which the director, officer or other person sustains or incurs in or about or in relation to the affairs thereof.

Except such costs, charges or expenses as are occasioned by their own willful neglect or default.

The Association shall also indemnify any such person in such other circumstances as the Act or law permit or requires. Nothing in this By-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-law to the extent permitted by the Act or law.

Interested Director Contracts

38. Conflict of Interest. A director who is in any way directly or indirectly interested in a contract or proposed contract with the Association shall make the disclosure required by the Act and except as provided by the Act, no such director shall vote on any resolution to approve any such contract. In supplement of and not by way of limitation upon any rights conferred upon directors by Section 98 of the Act and specifically subject to the provisions contained in that section, it is declared that no director shall be disqualified by any such office from, or vacate any such office by reason of, holding any office or place of profit under the Association or under any corporation in which the Association shall be a shareholder or by reason of being otherwise in any way directly or indirectly interested or contracting with the Association as vendor, purchaser or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with the Association in which the director is in any way directly or indirectly interested as vendor, purchaser or otherwise. Subject to compliance with the Act, no contract or arrangement entered into by or on behalf of the Association in which any director shall be in any way directly or indirectly interested shall be voided or voidable and no director shall be liable to account to the Association or any of its members or creditors for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship.

39. Submission of Contracts or Transactions to Members for Approval. The board of directors in its discretion may submit any contract, act or transaction with the Association for approval or ratification at any annual meeting of the members or at any general meeting of the members called for the purpose of considering the same and, subject to the provisions of Section 98 of the Act, any such contract, act or transaction that shall be approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act, Letters Patent or the By-laws) shall be as valid and as binding upon the Association and upon all the members as though it had been approved, ratified or confirmed by every member of the Association.

Membership

40. Regular Members. Membership in the Association shall be available to those individual persons, health centres and other institutions who are interested in furthering the objectives of the Association and whose application for admission as a member has satisfied the board of directors that the objectives of the applicant are consistent with those of the Association. Individual members may, but need not be representative of one of the following:

(a) Health Sciences Centres/Regional Health Authorities;
(b) Regional Health Centres/Hospitals;
(c) Community Health Centres/Hospitals;
(d) Children's Treatment Centres/Rehabilitation Centres;
(e) Providers of Home Care Services to Children and Youth.

Regular Members shall be entitled to full voting privileges and they are entitled to all of the services and privileges afforded by the Association, including the privilege of serving on committees of the Association.

41. Affiliate Members. Affiliate Membership shall be available, directly or on a reciprocal basis, to those non-profit organizations who are interested in furthering the objectives of the Association and whose application for admission as an affiliate member has satisfied the board of directors that the objectives of the applicant are consistent with those of the Association. Affiliate members shall be entitled to all services and privileges afforded by the Association and may serve on committees of the Association. Affiliate members shall not be required to pay membership fees but shall be expected to make contributions in kind to support the Association's ongoing activities. Affiliate members shall not be entitled to vote. Affiliate members may, but need not be representative of one or more of the following:

(a) Assembly of Paediatric Chairs;
(b) Canadian Paediatric Society (CPS);
(c) Canadian Institute of Child Health (CIHC);
(d) National Voluntary Organizations;
(e) Regional and National Networks including but not exclusive to Child Health Networks;
(f) National Centres of Excellence; and
(g) Government Agencies (i.e. Health Canada, Transport Canada and HRDC ect.)

42. Each member shall be promptly informed by the National Office of their admission as a member.

43. Memberships Continued. The membership of each individual person, health centre and other institution in good standing on the date this By-Law comes into effect shall continue without further formality.

44. Resignation. Any member may withdraw from the Association by delivering to the Association a written resignation and lodging a copy of same with the Secretary of the Association. A resignation shall be effective from acceptance thereof by the board of directors. In the case of resignation, a member shall remain liable for payment of any outstanding membership dues levied or which became payable by the member to the Association prior to such person's resignation.

45. Termination of Membership. The interest of a member in the Association is not transferable and lapses and ceases to exist

(a) upon death or dissolution of the member;

(b) when the member's period of membership expires (if any);

(c) when the member ceases to be a member by resignation or otherwise in accordance with the By-laws;

(d) if at a special meeting of members, a resolution is passed to remove the member by at least two-thirds (2/3) of the votes cast at the special meeting provided that the member shall be granted the opportunity to be heard at such meeting.

46. Membership Dues. The dues payable by each of the members, or the individual members of any group of members, shall be determined from time to time by the Directors having regard to all relevant circumstances.

Members' Meeting

47. Time and Place of Meetings. Subject to compliance with Section 102 of the Act, the annual meeting of the members shall be held on such day in each year and at such time as the directors may determine at any place within Canada.

48. Annual Meetings. 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 auditors shall be presented and the directors shall be elected and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of members.

49. Special Meetings. Other meetings of the members may be convened by order of the Chairperson of the Board, the Vice-Chairperson of the Board, the Chief Executive Officer, or by the board of directors at any date and time and at any place within Canada. The board of directors shall call a special general meeting or members on written requisition of members carrying not less than 5% of the voting rights.

50. Notice. Notice of any annual or special general meeting of members shall be provided to members of the Association by any of the following means:

(a) by mail sent to each member not less than fourteen (14) days (exclusive of the day on which the notice is delivered or sent but inclusive of the date for which the notice is given) before the meeting to take place;

(b) by electronic means such as e-mail or facsimile at least 48 hours before the meeting;

(c) by notice published in a regular newsletter of the Association which is sent to each member of the Association individually;

(d) where the Association has more than one hundred (100) members, by notice published in a local newspaper circulating in a community where the majority of the members reside.

Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned opinion on the decision to be taken. Notice of each meeting of members must remind the member that the member has the right to vote by proxy.

51. Waiver of Notice. A member and other person entitled to attend a meeting of members may in any manner waive notice of a meeting of members and attendance of any such person at a meeting of members shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purposes of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

52. Error or Omission in Giving Notice. No error or omission in giving notice of any annual or special meeting or any adjourned meeting of the members of the Association shall invalidate any resolution passed or any proceedings taken at any meeting of members.

53. Quorum. A quorum at any meeting of the members (unless a greater number of members and/or proxies are required to be present by the Act or by the Letters Patent or any other By-law) shall be seven regular members present in person or by proxy. No business shall be transacted at any meeting unless the requisite quorum be present at the time of the transaction of such business. If a quorum is not present at the time appointed for a meeting of members or within such reasonable time thereafter as the members present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business and the provisions of paragraph 60 with regard to notice shall apply to such adjournment.

54. Chairperson of the Meeting. In the event that the Chairperson of the Board, and the Vice-Chairperson of the Board are absent, the persons who are present and entitled to vote shall choose another director as chairperson of the meeting and if no director is present or if all the directors present decline to take the chair then the persons who are present and entitled to vote shall choose one of their number to be chairperson.

55. Adjournment. The chairperson of any meeting of members, may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

56. Meetings by Teleconference. If a majority of the members of the Association consents (either at a meeting of members by simple resolution or by consents signed individually by a majority of the members), a meeting of members of the Association may be held by teleconference or video-conference.

57. Meetings by Other Electronic Means. The members of the Association may meet by other electronic means that permits each director to communicate adequately with each other, provided that:

(a) the board of directors of the Association has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes;

(b) each member has equal access to the specific means of communication to be used;

(c) each member has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.

58. Voting of Members. At all meetings of the members, every question shall be determined on a show of hands by a majority of the members entitled to vote, unless otherwise specifically provided by the Act or by the By-laws. In the case of an equality of votes the chairperson of the meeting shall both on a show of hands and at a poll have a second or casting vote in addition to the vote or votes to which the chairperson may be otherwise entitled.

No member shall be entitled either in person or by proxy to vote at meetings of members of the Association unless the member has paid all dues or fees, if any, then payable by the member.

At any meeting unless a poll is demanded a declaration by the chairperson of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

A poll may be demanded either before or after any vote by show of hands by any person entitled to vote at the meeting. If at any meeting a poll is demanded on the election of a chairperson or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a poll is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chairperson of the meeting directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.

59. Proxies. Votes at meetings of the members may be given either personally or by proxy or, in the case of a member who is a body corporate or association, by an individual authorized by a resolution of the board of directors or governing body of the body corporate or association to represent it at meetings of members of the Association. At every meeting at which a member is entitled to vote, every member and/or person appointed by proxy to represent one or more members and/or individual so authorized to represent a member who is present in person shall have one vote on a show of hands. Upon a poll and subject to the provisions, if any, of the Letters Patent, every member who is entitled to vote at the meeting and who is present in person or represented by an individual so authorized shall have one vote and every person appointed by proxy shall have one vote for each member who is entitled to vote at the meeting and who is represented by such proxy holder.

A proxy shall be executed by the member or the member's attorney authorized in writing or, if the member is a body corporate or association, by an officer or attorney thereof duly authorized.

A person appointed by proxy need not be a member.
A proxy may be in the following form:

The undersigned member of [name of corporation] hereby appoints of or failing the person appointed above, of as the proxy of the undersigned to attend and act at the meeting of the members of the said Association to be held on the day of , 2002, and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same power as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.

DATED this day of , 2002

Signature of Member

The directors may from time to time make regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of members is to be held. The chairperson of any meeting of members may, subject to any regulations made as aforesaid, in the chairperson's discretion accept electronic or written communication as to the authority of any persons claiming to vote on behalf of and to represent a member notwithstanding that no proxy conferring such authority has been lodged with the Association, and any votes given in accordance with such electronic or written communication accepted by the chairperson of the meeting shall be valid and shall be counted.

Execution of Instruments

60. Execution of Instruments. Contracts, documents or instruments in writing requiring the signature of the Association may be signed by

(a) any one of the Chairperson of the Board, the Vice-Chairperson of the Board, or the Chief Executive Officer together with any one of the Secretary or the Treasurer;

(b) any two directors; or

(c) any one of the aforementioned officers together with any one director;

and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Association 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 but not be limited to 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 shares, share warrants, stocks, bonds, debentures or other securities and all paper writings.

The seal of the Association when required may be affixed to any instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

Cheques, Drafts, Notes, etc.

61. Cheques, Drafts, Notes, Etc. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Association, and in such manner as the board of directors may from time to time designate by resolution.

Notices

62. Service. Subject to paragraph 46 of this By-law regarding notices to members of any annual or special general meetings of members, any notice or other document required by the Act, the Regulations, the Letters Patent or the By-laws to be sent to any member or director or to the auditor shall be:

(a) delivered personally,

(b) sent by prepaid mail, or

(c) sent by electronic means such as e-mail or facsimile

at such person's latest address as shown in the records of the Association and to the auditor at its business address, or if no address be given therein then to the last address of such member or director known to the Secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

63. Signature to Notices. The signature of any director or officer of the Association to any notice or document to be given by the Association may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

64. Computation of Time. Where a given number of days' notice or notice extending over a period is required to be given under the By-laws or Letters Patent of the Association the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.

65. Proof of Service. With respect to every notice or other document sent by mail, it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed as provided in paragraph 60 of this By-law and mailed at a Post Office or mail box. With respect to any notice or other document sent by electronic means, it shall be sufficient to produce the electronic confirmation that the notice or other document was sent electronically. A certificate of an officer of the Association in office at the time of the making of the certificate as to facts in relation to the sending or delivery of any notice or other document to any member, director, officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every member, director, officer or auditor of the Association as the case may be.

Rules and Regulations

66. Rules and Regulations. The board of directors may prescribe such rules and regulations not inconsistent with the By-laws relating to the management and operation of the Association and other matters provided for in these By-laws as they may deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Association when they shall be confirmed and in default of confirmation at such annual meeting of members shall at and from that cease to have force and effect.

By-Laws

67. The board of directors may from time to time enact By-laws relating in any way to the Association or to the conduct of its affairs, including but not limited to, By-laws providing for applications for supplementary letters patent, and may from time to time by By-law amend, repeal or re-enact the By-laws but no By-law shall be effective until sanctioned by at least two-thirds (2/3) of the votes cast at a meeting of the members duly called for the purpose of considering same and the enactment, repeal or amendment of By-laws not embodied in the Letters Patent shall not be enforced or acted upon until the approval of the Minister of Industry in respect thereof has been obtained.

Auditors

68. Auditors. The members shall at each annual meeting appoint an auditor to audit the accounts of the Association for report to members who shall hold office until the next following annual meeting; provided, however, that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.

Financial Year

69. Financial Year. The financial year of the Association shall terminate on the 31st day of August in each year or on such other date as the directors may from time to time by resolution determine.

ENACTED by the Directors on this 29th day of April, 2002

WITNESS the seal of the Association.

Marilyn Booth
Chairperson of the Board Elaine Orrbine
Chief Executive Officer

LG-Ott-1/179339