CANADIAN SKI COACHES FEDERATION

Transcription

1 CANADIAN SKI COACHES FEDERATION NOTICE IS HEREBY GIVEN that an Annual General Meeting and Special General Meeting of the members of the Canadian Ski Coaches Federation (the "CSCF") will be held at the Base Lodge at Craigleith ski area, Collingwood, Ontario, on December 14, 2013 at 4:30 p.m., local time, for the following purposes: 1. To receive the financial statements of the CSCF for the year ended April 30, 2013, together with the report of the Directors and the Auditor thereon. 2. To appoint an Auditor and authorize the Directors to fix the remuneration of the Auditor. 3. To consider a Special Resolution to continue the Corporation under the provisions of the Canada Not-for-profit Corporations Act and authorize the directors to apply for a Certificate of Continuance. 4. To elect Directors to serve until the 2015 Annual Meeting. 5. To transact such further business as may properly be brought before the meeting or any adjournment thereof. DATED this 5th day of October, By order of the Board of Directors Chris Robinson Chairman Members who are unable to attend the meeting in person may complete and return the enclosed form of proxy. No member shall be allowed to vote more than 5 proxy votes except the Chairman of the meeting who shall vote all proxies appointing him as proxy holder in the manner specified in such proxies.

2 CANADIAN SKI COACHES FEDERATION INFORMATION CIRCULAR This Information Circular is provided by the directors of the Canadian Ski Coaches Federation (the "CSCF") in connection with the Annual General Meeting of members (the "Meeting") to be held on December 14, 2013 at the Base Lodge at Craigleith ski area, Collingwood, Ontario. Proxies Members who are unable to attend the Meeting in person may complete and return the form of proxy which is enclosed with the notice of the Meeting. No member shall be allowed to vote more than 5 proxy votes, except the Chairman of the Meeting who shall vote all proxies appointing him as proxy holder in the manner specified in such proxies. Proxies must be filed with the Secretary no later than six hours prior to the Meeting. Proxies are not being solicited by or on behalf of management or the current directors of the CSCF. The Meeting The Meeting has been called for the purposes set out in the accompanying notice, namely, to receive the financial statements for the year ended April 30, 2013 and the report of the directors and the auditor thereon; to elect directors to serve until the 2015 Annual Meeting; to appoint an auditor and authorize the directors to fix the remuneration of the auditor for the CSCF and to consider and, if appropriate, to pass a special resolution adopting a new articles of continuance and a new general by-law for the CSCF. Election of Directors The board of directors of the CSCF consists of five (5) elected and voting persons. In addition, each of the Canadian Ski Instructors Alliance and Alpine Canada Alpin appoint one (1) voting director. The Past Chairman of the CSCF is an ex-officio non-voting member of the board of directors. Directors are elected by the members at each annual meeting to hold office for up to a two year term. Directors may hold office for a maximum of eight years. It is the duty of the nomination committee of the board of directors to recommend persons for election to the board of directors by the members. The nominating committee has recommended the persons listed below as proposed nominees for election to the board for a two year term. The table below shows, as of October 15, 2013, the name, municipality of residence and date when first elected or appointed a director for each director whose term of office will continue after the Meeting and each person proposed by the nomination committee for election as a director. Name Municipality of Residence Director Since Proposed Nominees: Ben Sillem Invermere, British Columbia January, 2011 Nigel Loring Whistler, British Columbia October 2011 Continuing Directors: Darcy Verhun Calgary, Alberta November 2004 Chris Robinson Halifax, Nova Scotia November 2004 Dave Campbell Collingwood, Ontario September, 2012 Each of the proposed nominees will be elected for a term to expire at the 2015 Annual Meeting. Each of the continuing directors has been elected for a term to expire at the 2014 Annual Meeting. At the Meeting, members may nominate persons for election to the board of directors other than the persons set out above as proposed nominees provided that two other members at the Meeting support such nomination and the nominee is present at the Meeting. Special Resolution of Members Continuing the Corporation under the provisions of the Canada Not-for-profit Corporations Act and authorizing the directors to apply for a Certificate of Continuance. WHEREAS the Corporation was incorporated under Part II of the Canada Corporations Act by Letters Patent dated the 12th day of October, 1976; and WHEREAS it is considered to be in the best interests of the Corporation that it be continued under the Canada Not-for-profit Corporations Act (NFP Act) pursuant to section 297 of the NFP Act; BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. The directors of the Corporation are authorized and directed to make an application under section 297 of the NFP Act to the Director appointed under the NFP Act for a Certificate of Continuance of the Corporation; 2. The Articles of Continuance (transition) of the Corporation, which have been submitted to this meeting and are annexed to these minutes as Schedule A, are approved; 3. The general operating by-law of the Corporation (as amended) is repealed effective on the date that the corporation continues under the NFP Act and the new general operating by-law No.1 which has been submitted to this meeting and is annexed to these minutes as Schedule B is approved and will be effective on the same date. 4. Any one of the officers and directors of the Corporation is authorized to take all such actions and execute and deliver all such documentation, including the annexed Articles of Continuance (transition), the notice of registered office and of directors in the forms fixed by the Director, which are necessary or desirable for the implementation of this resolution. Appointment of Auditor It is proposed that Mongiat Bernucci, Chartered Accountants, be appointed as the auditor of the CSCF and that the remuneration of the auditor be fixed by the directors in a manner consistent with past practice. Quorum for Members' Meeting The by-law provides that a quorum at a members' meeting consists of fifteen (15) members present in person. Other Matters The board of directors knows of no matters to come before the Meeting other than the matters referred to in the Notice of Meeting. Approval of Information Circular The contents and sending of this Information Circular have been approved by the board of directors. DATED October 5, 2013 Chris Robinson - Chairman

3 Proxy for Annual General Meeting of the Members I the undersigned of (Name (City) a member in good standing of the Canadian Ski Coaches Federation hereby appoints: (Print Name) or failing him Chris Robinson Chairman and Director, or failing him, Darcy Verhun, Secretary and Director, to vote and act at the Annual General Meeting of members of the Canadian Ski Coaches Federation to be held at the Base Lodge at Craigleith ski area, on December 14, 2013, at 4:30 p.m., and at any adjournment thereof, in the following manner: 1. Election of Directors For the nominees listed below: Ben Sillem Nigel Loring To withhold your vote for any individual nominee, strike a line through the nominee's name in the list above. To vote for another person for election as a director, insert that person's name above. Such person must be properly nominated and present at the meeting in order to stand for election to the board of directors. 2. Appointment of Auditor FOR WITHOLD ABSTAIN 3. Special Resolution of Members Continuing the Corporation under the provisions of the Canada Not-for-profit Corporations Act and authorizing the directors to apply for a Certificate of Continuance. WHEREAS the Corporation was incorporated under Part II of the Canada Corporations Act by Letters Patent dated the 12th day of October, 1976; and WHEREAS it is considered to be in the best interests of the Corporation that it be continued under the Canada Not-forprofit Corporations Act (NFP Act) pursuant to section 297 of the NFP Act; BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. The directors of the Corporation are authorized and directed to make an application under section 297 of the NFP Act to the Director appointed under the NFP Act for a Certificate of Continuance of the Corporation; 2. The Articles of Continuance (transition) of the Corporation, which have been submitted to this meeting and are annexed to these minutes as Schedule A, are approved; 3. The general operating by-law of the Corporation (as amended) is repealed effective on the date that the corporation continues under the NFP Act and the new general operating by-law No.1 which has been submitted to this meeting and is annexed to these minutes as Schedule B is approved and will be effective on the same date. 4. Any one of the officers and directors of the Corporation is authorized to take all such actions and execute and deliver all such documentation, including the annexed Articles of Continuance (transition), the notice of registered office and of directors in the forms fixed by the Director, which are necessary or desirable for the implementation of this resolution. FOR WITHHOLD ABSTAIN This proxy confers discretionary authority on the proxy holder in respect of any amendments or variations to the above matters and in respect of any other matters which may properly come before the Meeting. Dated this day of 2013 (Signature of Member) Mail to: CANADIAN SKI COACHES FEDERATION 4900 Jean Talon West, suite 220 Montréal, Québec, H4P 1W9 NOTE: All proxies must reach this office by December 10, No member shall be allowed to vote more than 5 proxy votes, except the Chairman of the meeting who shall vote all proxies appointing him as proxy holder in the manner specified in such proxies. This proxy is not solicited by or on behalf of management or the current directors of the Canadian Ski Coaches Federation. This Proxy will be voted in the manner indicated in the space provided. If no choice is indicated in respect of any matter in the space provided, this Proxy will be voted FOR such matter.

4 SCHEDULE A Canada Not-for-Profit Corporations Act (NFP Act) Form 4031 Articles of Continuance (transition To be used only for a continuance from the Canada Corporations Act, Part II 1. Current name of the corporation English - Canadian Ski Coaches Federation French - Fédération des entraîneurs de ski du Canada 2. If a change of name is requested, indicate proposed corporate name French name change Change from: Federation Canadienne des entraineurs de ski Change to : Fédération de entraîneurs de ski du Canada 3. Corporation number The province or territory in Canada where the registered office is situated Quebec 5. Minimum and maximum number of directors (for a fixed number, indicate the same number in both boxes) Minumum number: 5 Maximum number: 9 6. Statement of the purpose of the corporation The objects of the corporation are: a. to develop, deliver and promote ski racing coach education and certification in Canada. 7. Restrictions on the activities that the corporation may carry on, if any N/A 8. The classes, or regional or other groups, of members that the corporation is authorized to establish The corporation is authorized to establish Class A members and Class B members as follows: a. The Class A members shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and each Class A member shall have one (1) vote at each such meeting, except for meetings at which only members of another class are entitled to vote separately as a class. b. Except as otherwise provided by the Canada Not-for-profit Corporations Act, S.C. 2009, c.23 the Class B members shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.

5 9. Statement regarding the distribution of the property remaining on liquidation Any property remaining on liquidation of the Corporation, after discharge of liabilities, shall be distributed to one or more qualified donees within the meaning of subsection 248 (1) of the Income Tax Act, with preference given to an organization or organization in Canada having cognate of similar objects. 10. Additional provision, if any See Schedule 1 [Schedule 1 The director may appoint one or more directors who shall hold office fo a term expiring not later than the close of the next annual meeting of members, but the total number of directors so appointed shall not exceed one-half (1/2) of the number of directors elected at the previous annual meeting of members.]

6 SCHEDULE B CANADIAN SKI COACHES FEDERATION FÉDÉRATION DES ENTRAÎNEURS DE SKI DU CANADA GENERAL BY-LAW October 2013

7 CANADIAN SKI COACHES FEDERATION FÉDÉRATION DES ENTRAÎNEURS DE SKI DU CANADA 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) (b) (c) (d) (e) (f) (g) (h) "Act" means the Canada Not-for-profit Corporations Act SC 2009, c.23, including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time; "board" means the board of directors of the Corporation; "Corporation" means the Canadian Ski Coaches Federation/Fédération des Entraîneurs de ski du Canada; "directors" means the directors of the Corporation and "director" means any one of such directors; 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; words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and the word "person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, 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 at such a location in Canada and at such address therein as the directors may from time to time by resolution

8 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 may 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 April 30 in each year. Corporate Records ARTICLE 3 BOOKS AND 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) (b) (c) (d) a copy of the articles of continuance and all by-laws of the Corporation; 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; 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; 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 Canada as the directors think fit, and shall at all times be open to inspection by the directors. Auditor 3.03 The 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.

9 ARTICLE 4 MEMBERS Membership Classes 4.01 Subject to the articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution from time to time. Only Class A members are eligible to attend or vote at annual or any other meeting of the Corporation unless otherwise invited by the Chairman with the consent of the meeting pursuant to Article Class A members include Regular Members and Honorary Members. Class B members include Associate members and Affiliate members Each person who has applied for membership and who qualifies for membership in accordance with this by-law and the requirements established from time to time by the directors shall be accepted as a member and classified as a Regular member, an Honorary member, an Associate member or an Affiliate member. Regular Members 4.04 A Regular member of the Corporation is any person who has successfully completed and attained a coach certification status of the Corporation and who has complied with all other requirements of Regular membership established from time to time by the directors. Associate Members 4.05 An Associate member of the Corporation is any person who is not engaged in ski coaching and who meets the criteria established for Associate membership from time to time by the directors. Honorary Members 4.06 An Honorary member of the Corporation is any person who has been appointed as such by the directors on the basis of such member's contribution to the Corporation or to competitive skiing in general. Affiliate Members 4.07 An Affiliate member of the Corporation is an association or organization that meets the requirements for affiliate membership as established from time to time by the directors, or an individual qualified to coach alpine skiing in a country other than Canada and who meets the requirements for Affiliate membership as established from time to time by the directors.

10 Membership Dues 4.08 All members, except Honorary 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 to pay dues. Any member whose dues are in arrears for a period in excess of twelve (12) months shall be suspended as a member of the Corporation, unless the directors have waived the requirement for such member to pay his dues. Any member who has been suspended as a member for non-payment of dues shall be reinstated as a member upon payment to the Corporation of such fees or dues as the directors may from time to time prescribe. 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. Suspension and Expulsion 4.10 The directors shall have full power and authority to manage all internal discipline processes affecting the members. The directors shall have the power, after providing the member with a full and procedurally fair opportunity to respond to any complaint, including the right of appeal, to reprimand, suspend or expel from membership any member who has been found to be in breach the Corporation s Code of Conduct or other policies adopted by the Corporation from time to time. Discipline 4.11 The directors shall delegate to the Corporation s discipline committee, pursuant to the Policy to Ensure Compliance with the Corporation s Code of Conduct (the Conduct Policy ), the authority to review complaints brought against members, appoint investigators, determine if the hearing process in the Conduct Policy should be implemented and, if required, to appoint hearing panels. Appeals 4.12 The directors shall delegate to an individual, the authority to determine if appeals brought by members are properly within the Corporation s Appeal Policy and, if so, to delegate to that individual, the authority to appoint appeal panels pursuant to the Appeal Policy. Annual Meetings ARTICLE 5 MEETINGS OF MEMBERS 5.01 An annual meeting of the Corporation shall be held once at least 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

11 the directors, the financial statements and the report of the auditor shall be presented and an auditor shall be appointed for the ensuing year. Only Class A members are eligible to attend and vote at the annual or any other meeting of the Corporation. Special General Meeting 5.02 The directors may at any time call a special general meeting of the Class A members for the transaction of any business specified in the notice of the meeting. The directors shall, on the requisition of not less than five per cent (5%) of the Class A members, call a special general meeting of the Class A 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 Class A members shall be sent by mail, courier or personal delivery, not less than twenty-one (21) days or more than ninety (90) 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 Class A members shall state the nature of the business to be transacted in sufficient detail to permit the members to form a reasoned judgment thereon. Notice of each meeting of Class A members shall include a statement advising members that they have the right to vote by proxy. Quorum 5.04 Except as otherwise provided by the Act, or by the by-laws, or by any other bylaw of the Corporation, in order to constitute a quorum for the transaction of business at any meeting of the Class A members, there shall be present, in person at least fifteen (15) Class A members. Adjournment 5.05 If fifteen (15) 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 one (1) hour on the same day and at the same place, and if at such adjourned meeting a quorum be not present, those Class A 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 Each Class A member shall be entitled to one vote at all meetings of members. Persons Entitled to be Present 5.07 The only persons entitled to attend a meeting of members shall be those entitled to vote at the meeting, the directors, and the auditor. Any other person may be admitted only on the invitation of the Chairperson of the meeting or with the consent of the meeting.

12 Proxies 5.08 Every member entitled to vote at a meeting of members may appoint a proxy holder, or one or more alternate proxy holders, as the nominee of such member to attend and act at the meeting in the manner and to the extent and with the authority conferred by the proxy. A proxy shall be in writing executed by the member or his attorney and shall conform with the requirements of the Act. All proxy holders must be Regular members. No member shall be entitled to vote more than five proxies at any meeting of members except the Chairperson of the meeting who shall vote all proxies appointing the Chairperson as proxy holder in the manner specified in such proxies. Each proxy shall be delivered to the head office of the Corporation no later than two (2) business days prior to the meeting. At the meeting all the proxies must be collected and counted and the results reported to the meeting as directed by the Chairperson. Chair, Secretary and Scrutineers 5.09 The Chairperson or in his/her absence a Vice-President who is a director shall be the Chairperson 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 number to be the chair. The Secretary shall act as secretary of the meeting or, if the Secretary of the Corporation is absent, the chair shall appoint some person, who need not be a member, to act as Secretary of the meeting. If desired, one or more scrutineers, who shall not be members, may be appointed by resolution or by the Chairperson with the consent of the meeting. Votes to Govern 5.10 At any meeting of members every question shall, unless otherwise required by the articles, the by-laws, the Act or other legislative requirements, be determined by a simple 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 Chairperson 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 Chairperson 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 at Meetings 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 chair or demanded by any member entitled to vote at the meeting or by his proxy. Upon a ballot, every member or his proxy shall be entitled to one vote and the ballot shall be taken in such a manner as the chair directs and the result shall be the decision of the members.

13 Ballots in lieu of Meetings 5.13 The directors may at any time determine that any matter to be considered by the members shall be determined by mail-in ballot, fax-in ballot or electronic ballot rather than at a meeting of members and, in such event, the directors shall also determine: Number a) the form of ballot to be used; b) the time for receipt by the Corporation of such ballots; c) the method and procedure for delivery of ballots to the members and the method and procedure for delivery of the ballots by members to the Corporation; d) the majority or any special majority required for any matter to be considered approved; and e) such other related procedural matters as may be necessary or desirable. ARTICLE 6 DIRECTORS 6.01 Until changed in accordance with the Act, the number of directors of the Corporation elected by the members shall be five (5). There may also be appointed, for a term of one (1) year, one (1) non-voting director by the board of directors of Alpine Canada Alpin. In addition to the five (5) voting directors, the Past Chairman and Managing Director shall be non-voting members of the board. Quorum 6.02 In order to constitute a quorum for the transaction of business at any meeting of the directors, a majority of the directors in office shall be present in person or by telephone in accordance with the requirements of this by-law. Qualification 6.03 No person shall be qualified for election or appointment as a director 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 Regular member of the Corporation and a resident of Canada. Election and Term 6.04 The election of directors shall take place at each annual meeting of members, if required. Directors shall be elected to hold office for a term expiring not later than the close of the second annual meeting of members following their election. No

14 director shall serve as such for more than eight (8) consecutive years, unless, in the case of a director who has served for not more than eight (8) consecutive years, the board decides to allow that director to serve for an additional two (2) years, provided such director is duly elected to so serve. Any director who has ceased to hold office for a minimum of one (1) year shall again be eligible for reelection to the board for additional terms to a maximum term of office expiring not later than the close of the eighth annual meeting of members following such reelection, and so on from time to time. Nomination of Directors 6.05 The board shall appoint, at least sixty (60) days prior to the date fixed for the annual meeting of members, a nomination committee composed of the Past Chairman, a director whose term of office does not expire at the upcoming annual meeting of members and a member who is not a director. The nomination committee shall consider nominations for election to the board at the forthcoming annual meeting and shall submit its report to the board prior to the annual meeting. The committee may recommend for nomination the same number of nominees as there are seats on the board to be filled, or more nominees, as it shall determine. In addition to those persons recommended for nomination to the board by the nominating committee, any Regular member may, at an annual meeting of members nominate a member for election to the board. In order to be effective a nomination at the meeting by a member must be seconded by at least two (2) other Regular members and the person nominated must be present at the meeting. Vacation of Office 6.06 The office of a director shall be vacated if: (a) (b) (c) (d) he dies; he is removed from office by the members; he ceases to be qualified for election as a director; or his written resignation is received by the Corporation, 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 members may by ordinary resolution passed at an annual meeting or special general meeting of members remove any director from office and may by a majority of votes cast at the meeting elect any qualified person in his stead for the remainder of his term, subject to the provisions of this article six. If a majority of the directors determine that a director has breached any code of conduct adopted by the Corporation, such director may be removed from office by the affirmative vote of not less than two-thirds of the remaining directors.

15 Vacancies 6.08 Subject to the Act, a quorum of directors remaining in office may fill a vacancy in the board. A director appointed to fill a vacancy shall hold office for the unexpired term of his predecessor. Remuneration of Directors 6.09 The remuneration to be paid to the directors shall be in such reasonable amounts as the board shall from time to time determine. The directors may award special remuneration to any director undertaking any special services on the Corporation's behalf other than the routine work ordinarily required of a director by the Corporation, and the confirmation of any such special remuneration by the members shall not be required. The directors shall be entitled to be paid their traveling and other expenses properly incurred by them in connection with the affairs of the Corporation. Any remuneration payable to a director who is also an officer or employee of the Corporation or serves in any professional capacity shall, unless the board otherwise determines, be in addition to his salary as an officer or employee or to his professional fees, as the case may be. 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 articles 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. Notice of Meetings ARTICLE 7 MEETINGS OF DIRECTORS 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 Chairman or any two directors may determine, and the

16 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 or mailed to each director not less than five (5) days before the time when the meeting is to be held if such notice is delivered or sent by telecopier or other electronic means 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 with 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 or outside Canada, provided that in any financial year of the Corporation a majority of the meetings of the board shall be held within Canada. 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 requires the purpose thereof or the business to be transacted thereat to be specified. Meetings by Telephone 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.

17 Chair 7.07 The Chairman or in his absence a Vice-President shall be the chair of any meeting of the directors. If neither of the said officers be present, the directors present shall choose one of their number to be the chair. Secretary 7.08 At any meeting of the directors, the Secretary or in the absence of the Secretary a person appointed by the Chair shall act as Secretary. Voting 7.09 At all meetings of the board, every question shall be decided by a majority of votes cast on the question. In the case of an equality of votes, the Chairman meeting shall be entitled to a second or casting vote. Validity of Act of Directors 7.10 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. Committees of the Board ARTICLE 8 COMMITTEES 8.01 The board may from time to time appoint from their number one (1) or more committees of the board whose members shall serve at the pleasure of the board and 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. The board may fix the remuneration, if any, to be paid to members of any such committee. 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, or terminate, one or more advisors or advisory bodies, whose members need not be directors or members of Corporation. The board may fix any remuneration to be paid to such advisors or members of such advisory bodies. The mandate and powers of any advisory body shall be established and may be varied from time to time by the board. All members of advisory bodies shall serve as members of such advisory bodies at the pleasure of the board.

18 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 its chairman and to regulate its procedure. Officers ARTICLE 9 OFFICERS 9.01 The officers of the Corporation shall be a Chairman, a Past Chairman, one or more Vice-Presidents, a Secretary, a Treasurer, a Managing Director and 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 provided that the offices of Chairman and Managing Director shall not 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 No person who is a director of the Corporation shall hold the same office for more than four (4) consecutive years. Term of Office and Remuneration 9.03 The terms of employment and remuneration of all officers 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 Chairman or the Secretary or, orally or in writing, to a meeting of the directors. Any officer may be removed at any time by a resolution carried by the affirmative vote of a majority of the directors then in office. Chairman 9.05 The Chairman shall preside at all meetings of the directors and members at which he is present, as the Chairman of such meetings, and shall be the chief executive officer of the Corporation. Past Chairman 9.06 The Past Chairman shall be a non-voting member of the board and shall have been the Chairman immediately before the current Chairman. During the absence or the disability of the Chairman, the Past Chairman shall assume such powers and duties of the Chairman as the board shall prescribe.

19 Managing Director 9.07 The Managing Director of the Corporation shall be such person as is from time to time appointed by the board. He shall be responsible for overseeing the general management and direction of the Corporation s business and affairs, subject to the authority of the board. 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. Vice President 9.08 During the absence or inability to act of the Chairman, 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 Chairman may, from time to time, assign to him or them. Secretary 9.09 The Secretary shall attend the meetings of the members and of the board and shall record 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 Chairman or as may be prescribed by the Act. Treasurer 9.10 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 Chairman. 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. Agents and Attorneys 9.11 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.

20 ARTICLE 10 PROTECTION OF DIRECTORS AND OFFICERS Standard of Care 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 articles and the by-laws of the Corporation. Indemnity of Directors and Officers 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 judgment in its favor, 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. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, shall not, of itself, create a presumption that the person did not act honestly and in good faith with a view to best interests of the Corporation, and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had no reasonable grounds for believing that his conduct was lawful. The provisions for indemnification contained in the by-laws of Corporation shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall enure to the benefit of the heirs, executors and administrators of such a person. To the extent permitted by law, no director or officer for the time of being of Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to Corporation through the insufficiency or deficiency of title to any property acquired by Corporation or for or on behalf of Corporation or for the insufficiency or deficiency of any security in or upon which any of the assets of or belonging to Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act

21 of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealing with whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same happen by or through his failure to act honestly and in good faith with a view to the interests of Corporation and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Insurance for Directors and Officers 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. Method of Giving Notice ARTICLE 11 NOTICES Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, 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 his recorded address by prepaid mail, or if sent to him at his recorded address by any means of prepaid transmitted, electronic 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, electronic 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 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.