BYLAW NO. 1

(General Business Bylaw)

CORPORATE SEAL

The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.

CLASSES OF MEMBERSHIP

There shall be two classes of members, namely:

Honorary members and,
Regular members

HONORARY MEMBERS

An honorary member is one whom the Directors may, by unanimous vote of all the directors, so elect in recognition of important or distinguished service rendered to the corporation, or one who may be elected as such by a two-thirds vote of the members of the corporation present at an annual or special meeting.
An honorary member shall be exempt from payment of annual dues but in all other respects he shall be entitled to the privileges of and subject to the rules of the corporation, but shall not be eligible to vote or to hold office in the corporation.

REGULAR MEMBERS

All other members of the corporation shall be regular members.

CONDITIONS OF MEMBERSHIP

Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission as a member has received the approval of the board of Directors of the corporation.
There shall be such membership fees or dues as determined from time to time by the board of directors.
Members will be considered to be in good standing with all the rights and privileges of a member provided his fees or dues are paid in full for the current fiscal year.
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.
Any member may be required to resign by a vote of three-quarters (3/4) of the members who are present in person (excluding any proxy votes) at an annual or special meeting of members provided that any such member shall be granted an opportunity to be heard at such meeting.

HEAD OFFICE

Until changed in accordance with the Act, the Head Office of the corporation shall be in the National Capital Region.

MEMBERS MEETINGS

The annual or any other general meeting of the members shall be held within 90 days after the end of the corporation’s fiscal year, in a place determined by the Board of Directors.
At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented the election of directors shall take place and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at a meeting of the members. The Board of Directors or the President shall have power to call, at any time, a general meeting of the members of the corporation. The Board of Directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. Twenty percent (20%) of voting members present in person at a meeting will constitute a quorum.
Fourteen (14) days’ written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.
Each voting member present at a meeting shall have the right to exercise one (1) vote. There shall be no proxy voting.
A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these by-laws.
No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director, or officer for any meeting or otherwise, the address of the member, Director or officer shall be his last address recorded on the books of the corporation.

VOTING MEMBERS

Each member shall have the right to one vote, with the following exceptions:
1. There shall be only one vote allowed per family membership,
2. Honorary memberships shall not have voting rights,
3. Corporate memberships shall not have voting rights, and
4. Persons under the age of 16 shall not have voting rights.

BOARD OF DIRECTORS

The property and business of the corporation shall be managed by a Board of Directors.
The applicants for incorporation shall become the first Directors of the corporation who shall become the first Directors of the corporation who shall hold office until the first meeting of the members of the corporation, at which time the members shall elect a Board of Directors, composed of a minimum of six (6) and a maximum of nine (9) Directors, which shall include the President of the board. Directors must be 18 years of age, with power under law to contract.
Directors shall be elected for a term of up to two (2) years by members at an annual meeting of members.
The President of the board shall be elected for a term of one (1) year by the Board as soon as practicable following the annual meeting of members, and in no case later than one (1) month following the meeting.
The Board of Directors shall be elected and retire in rotation so that one-half of the Board of Directors shall be elected at each meeting for a two (2) year terms, and which rotating system shall be implemented as follows:
1. At the annual or general meeting where the rotation system is implemented, all of the Board of Directors elected or to be elected shall be divided into two (2) classes by agreement or by lot;
2. The first class shall consist of one-half of the Board of Directors who shall hold office for a term of one (1) year, or until their successors are elected or appointed;
3. The second class shall consist of one-half of the Board of Directors who shall hold office for a term of two years, or until their successors are elected or appointed;
4. At each following annual meeting a number of members of the Board of Directors equal to the number whose term of office has expired shall be elected for a term of two years, or until their successors are elected or appointed.
The office of Director shall be automatically vacated:
1. If at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the members present at the meeting that the Director be removed from office;
2. If a Director has resigned his office by delivering a written resignation to the secretary of the corporation;
3. If the Director is found by a court to be of unsound mind;
4. If the Director becomes bankrupt or suspends payment or compounds with his creditors; or
5. On death of the Director.

Provided that if any vacancy shall occur due to any provision contained in this paragraph, the Board of Directors may, by majority vote, fill the vacancy with a member of the corporation by appointment.

The Directors shall serve as such without remuneration, and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall be construed to preclude any Director from serving the corporation as an officer or in any other capacity and receiving compensation therefore.
A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

POWERS OF DIRECTORS

The Directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in it’s 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 such other acts and things as the corporation is by it’s charter 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 Directors shall have the power to enter into a trust relationship with a trust company 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 corporation in accordance with such terms as the Board of Directors may prescribe.
The Board of Directors is hereby authorized, from time to time;
1. To borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such time, in such terms, to such an extent and in such manner as the Board of Directors in its discretion may be deem expedient;
2. To limit or increase the amount to be borrowed;
3. To issue or cause to be issued bonds, debentures or other securities, of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board of Directors;
4. To secure any such bond, debenture or other securities, or any other present or future borrowing or liability of the corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immovable, property of the corporation, and the undertaking and rights of the corporation.
The Board of Directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive contributions, legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.
The Board of Directors may appoint such agents and engage such employees 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 by the Board of Directors at the time of such appointment.
Remuneration for all officers, agents and employees and committee members shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

BOARD OF DIRECTORS MEETINGS

Meetings of the Board of Directors may be held at any time and place to be determined by the Board of Directors provided that forty-eight (48) hours written notice of such meetings shall be given, other than by mail, to each director. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. There shall be at least one (1) meeting per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the corporation shall invalidation such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote.
A majority of Directors in office, from time to time, but no less than two directors shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation.

INDEMNITIES TO DIRECTORS AND OTHERS

Every Director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company 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 corporation, from and against;
1. All costs, charges and expenses which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of his duties of his office or in respect of any such liability;
2. All other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except that such costs, charges or expenses as are occasioned by his own willful neglect or default.

OFFICERS

The officers of the corporation shall be the President, the Vice President, the Treasurer, the Secretary and any such other officers as the Board of Directors may determine. Any two offices may be held by the same person. Officers other than the President, vice president and Treasurer need not be Directors, nor members.
All officers shall be appointed by resolution of the Board of Directors at the first meeting of the Board of Directors following the annual meeting of members.
The officers of the corporation shall hold office for one year from the date of appointment or election or until they successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the Board of Directors at any time.

DUTIES OF OFFICERS

The President shall be the Chief Executive Officer (CEO) of the corporation. He shall preside at all meetings of the corporation and of the Board of Directors. He shall have the general and active management of the affairs of the corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect.
The Vice President shall assist the President as required by the President, and shall act as the President when the President is unavailable or unable to perform his duties.
The duties of all other officers of the corporation shall be such as the terms of their engagement call for, or the Board of Directors requires of them.

COMMITTEES

The Board of Directors may appoint committees whose members will hold their offices at the will of the Board of Directors. The Directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.

EXECUTIVE COMMITTEE

The Board of Directors shall be empowered to set up an Executive Committee composed of five Directors or officers, who shall be appointed by the Board of Directors. Such Executive Committee shall exercise such powers as are authorized by the Board of Directors. Any Executive Committee member may be removed by a majority vote of the Board of Directors. Executive Committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
Meetings of such Executive Committee shall be held at any time and any place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meetings shall be given, other than by mail, to each member. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. Three of the members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the corporation shall invalidation such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

MEETINGS BY TELEPHONE OR OTHER ELECTRONIC MEANS

If all the directors of the Corporation present at, or participating in the meeting consent, a meeting of the Board may be held 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 for the purpose of the Act to be present at that meeting. The chair of any such meeting shall ensure that adequate measures are taken to handle security issues and address procedures for establishing quorum and recording votes.

EXECUTION OF DOCUMENTS

Contracts, documents or any instruments in writing requiring the signature of the corporation shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The Directors may give the corporation’s power of attorney to any registered dealer in securities for the purposes of transferring of and dealing with any stocks, bonds or other securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.

MINUTES OF BOARD OF DIRECTORS, EXECUTIVE COMMITTEE

The minutes of the Board of Directors, or the Executive Committee shall not be available to the general membership of the corporation but shall be available to the Board of Directors, each of whom shall receive a copy of such minutes.

FINANCIAL YEAR

Unless otherwise ordered by the Board of Directors, the fiscal year-end of the corporation shall be March 31^st in each year.

COMMITTEES

The Board of Directors may appoint committees whose members will hold their offices at the will of the Board of Directors. The Directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.

AMENDMENT OF BYLAWS

The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law enacted by a majority of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry Canada has been obtained.

AUDITORS

The members shall at each annual meeting appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided 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.

BOOKS AND RECORDS

The Directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

RULES AND REGULATIONS

The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, providing tat such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members shall at and from that cease to have any force and effect.

INTERPRETATION

54. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.