Consolidated Corporate By-law

CONSOLIDATED CORPORATE BY-LAW

This Consolidated By-law (the By-law) is adopted by the board of directors of the corporation identified below pursuant to the authority conferred by the articles of incorporation and applicable corporate statute.

Corporation Name:   Incorporated Under the Laws of:

Registered Office Address:

RECITALS

WHEREAS the Corporation was duly incorporated on day of , in the jurisdiction set forth above.

WHEREAS the board of directors deems it expedient and in the best interests of the Corporation that the existing by-laws, together with any amendments and resolutions affecting corporate governance, be consolidated into a single instrument effective as of day of , .

WHEREAS the board of directors has adopted the resolutions necessary to effect such consolidation and to repeal prior inconsistent provisions to the extent set forth herein.

NOW, THEREFORE

NOW THEREFORE, in consideration of the premises and the action of the board of directors, the Corporation hereby enacts the following consolidated by-law as the By-law of the Corporation.

SECTION 1 — INTERPRETATION

1.1 Definitions. In this By-law, unless the context otherwise requires, words and expressions defined in the articles of incorporation and in the applicable corporate statute have the same meanings. In addition, the following definitions apply:

1.2 Interpretation. Words importing the singular include the plural and vice versa; words importing gender include all genders; headings are for convenience only and do not affect interpretation.

SECTION 2 — REGISTERED AND PRINCIPAL OFFICES

2.1 Registered Office. The registered office of the Corporation shall be located at the address set forth above and may be changed from time to time by resolution of the board of directors.

SECTION 3 — SHAREHOLDERS' MEETINGS

3.1 Annual Meeting. The annual meeting of shareholders shall be held at such time and place as the board of directors may determine, but not later than the time required by applicable law. The month for the annual meeting shall be:

3.2 Special Meetings. Special meetings of shareholders may be called by the board of directors, the chair of the board, the chief executive officer or by such other persons permitted under applicable law and the articles.

3.3 Notice. Notice of meetings shall state the place, day and hour, and in the case of a special meeting the purpose for which the meeting is called and shall be given in accordance with the provisions of this By-law.

SECTION 4 — QUORUM, VOTING AND PROXIES

4.1 Quorum. Unless otherwise provided in the articles, a quorum for the transaction of business at any shareholders' meeting shall be the presence, in person or by proxy, of shareholders representing a majority of the outstanding voting shares entitled to vote at the meeting.

4.2 Voting. Except as otherwise required by law, each outstanding share entitled to vote shall be entitled to one vote. Unless a greater proportion is required by the articles or applicable statute, ordinary resolutions shall be passed by a simple majority of votes cast.

SECTION 5 — BOARD OF DIRECTORS

5.1 Number and Election. The board of directors shall consist of not fewer than and not more than directors or as otherwise fixed by resolution of the shareholders or the board.

5.2 Term. Directors shall hold office until the next annual meeting or until their successors are duly elected or appointed, subject to removal in accordance with the articles and law.

5.3 Vacancies. Vacancies on the board may be filled by the remaining directors, subject to any limitations in the articles or applicable statute.

SECTION 6 — MEETINGS OF THE BOARD

6.1 Meetings. Meetings of the board may be held at such time and place as the board may determine. Notice of regular meetings need not be given. Notice of special meetings must specify the purpose of the meeting and be given in accordance with this By-law.

6.2 Quorum and Voting. A majority of directors then in office constitutes a quorum for the transaction of business. Subject to the articles and statute, questions arising at any meeting shall be decided by a majority of votes of the directors present.

SECTION 7 — COMMITTEES

7.1 Creation and Powers. The board may from time to time appoint committees of directors, define their powers and delegate authority to such committees, subject to applicable law and the articles.

SECTION 8 — OFFICERS

8.1 Appointment. The board shall appoint a president or chief executive officer, a secretary and a treasurer or chief financial officer and such other officers as the board deems appropriate. Any two offices may be held by the same person except where prohibited by law.

SECTION 9 — INDEMNIFICATION

9.1 Indemnity. The Corporation shall indemnify and hold harmless every present or former director or officer, and such other persons as the board may determine, to the fullest extent permitted by applicable law against all costs, charges, expenses, liabilities and losses sustained or incurred by them in or about any action, suit or proceeding in which they are involved by reason of being or having been a director or officer of the Corporation, subject to such limitations as are or may be imposed by statute.

9.2 Advancement of Expenses. The Corporation may advance expenses to directors and officers in connection with a proceeding, subject to any conditions and repayment obligations required by law.

SECTION 10 — RECORDS AND BOOKS

10.1 Minutes and Records. The Corporation shall keep adequate and accurate records and minutes of meetings of shareholders and directors, accounting records, and a register of shareholders in accordance with applicable law.

SECTION 11 — DIVIDENDS AND FINANCE

11.1 Dividends. Dividends may be declared by the board of directors from time to time in accordance with the articles and applicable law and subject to the Corporation's financial condition and obligations to creditors.

SECTION 12 — AMENDMENT OF BY-LAWS

12.1 Amendment. Subject to the articles and applicable statute, these By-laws may be amended, repealed or replaced by the directors or by the shareholders. Any amendment adopted by the directors may be confirmed, rejected or amended by the shareholders.

SECTION 13 — NOTICES

13.1 Method of Notice. Where notice is required to be given under this By-law, it may be given personally, by electronic transmission where permitted by applicable law, by mail, or by such other means as the board determines. Notice is deemed to have been given when delivered in accordance with the chosen method.

SECTION 14 — GOVERNING LAW

14.1 Governing Law. This By-law shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation set forth above, without regard to principles of conflict of laws.

SECTION 15 — ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS; WAIVER

15.1 Entire Agreement. This By-law constitutes the entire consolidated by-law of the Corporation with respect to the matters addressed herein and supersedes prior inconsistent bylaws and resolutions to the extent of such inconsistency.

15.2 Severability. If any provision of this By-law is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect.

15.3 Counterparts; Electronic Signatures. This By-law may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original and all of which together constitute one and the same instrument.

MISCELLANEOUS PROVISIONS

Certification: I certify that the foregoing consolidated By-law was duly adopted by the board of directors of the Corporation in accordance with the articles of incorporation and applicable corporate statute and that all prior by-laws and inconsistent provisions are hereby repealed to the extent they conflict with this instrument.

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