Contact Gold Corp.: Exhibit 2.2 - Filed by newsfilecorp.com

EX1A-2B BYLAWS 5 exhibit2-2.htm Contact Gold Corp.: Exhibit 2.2 - Filed by newsfilecorp.com

CONTACT GOLD CORP.

BYLAWS

Table of Contents

			Page

ARTICLE I - STOCKHOLDERS’ MEETINGS			1

	Section 1.1.	Place of Meetings	1
	Section 1.2.	Annual Meeting	1
	Section 1.3.	Special Meetings	1
	Section 1.4.	Remote Communications	1
	Section 1.5.	Notice of Meetings	2
	Section 1.6.	Quorum	2
	Section 1.7.	Nomination of Directors	2
	Section 1.8.	Adjournment of Meetings	5
	Section 1.9.	Voting List	5
	Section 1.10.	Vote Required	5
	Section 1.11.	Chairperson; Secretary	6
	Section 1.12.	Rules of Conduct	6
	Section 1.13.	Inspectors of Elections	6
	Section 1.14.	Record Date	6
	Section 1.15.	Written Consent	6

ARTICLE II - DIRECTORS			6

	Section 2.1.	Number and Qualifications	6
	Section 2.2.	Term of Office	7
	Section 2.3.	Resignation	7
	Section 2.4.	Vacancies	7
	Section 2.5.	Regular Meetings	7
	Section 2.6.	Special Meetings	7
	Section 2.7.	Notice	7
	Section 2.8.	Quorum	8
	Section 2.9.	Vote Required	8
	Section 2.10.	Chairperson; Secretary	8
	Section 2.11.	Use of Communications Equipment	8
	Section 2.12.	Action Without a Meeting	8
	Section 2.13.	Compensation of Directors	8
	Section 2.14.	Committees	8
	Section 2.15	Chairperson and Vice Chairperson of the Board	9

ARTICLE III - OFFICERS			9

	Section 3.1.	Offices Created; Qualifications; Election	9
	Section 3.2.	Term of Office	9
	Section 3.3.	Removal of Officers	9
	Section 3.4.	Resignation	9
	Section 3.5.	Vacancies	9

	Section 3.6.	Compensation	9
	Section 3.7.	Powers	10
	Section 3.8.	President	10
	Section 3.9.	Vice Presidents	10
	Section 3.10.	Treasurer	10
	Section 3.11.	Secretary	10

ARTICLE IV - CAPITAL STOCK			10

	Section 4.1.	Stock Certificates	10
	Section 4.2	Registration; Registered Owners	11
	Section 4.3.	Stockholder Addresses	11
	Section 4.4.	Transfer of Shares	11
	Section 4.5.	Lost, Stolen, Destroyed or Mutilated Certificates	11
	Section 4.6.	Consideration for Shares	11

ARTICLE V - GENERAL PROVISIONS			12

	Section 5.1	Waiver of Notice	12
	Section 5.2.	Electronic Transmissions	12
	Section 5.3.	Fiscal Year	12
	Section 5.4.	Voting Stock of Other Organizations	12
	Section 5.5.	Corporate Seal	12
	Section 5.6.	Amendment of Bylaws	12

ARTICLE VI - INDEMNIFICATION			12

	Section 6.1.	Indemnification	12

ARTICLE VII – RIGHT TO DISSENT			13

	Section 7.1.	Right to Dissent	13

ARTICLE VIII – MINORITY SHAREHOLDERS’ REMEDIES			13

	Section 8.1.	Minority Shareholders’ Remedies	13

iii

BYLAWS
OF
CONTACT GOLD CORP.

ARTICLE I - STOCKHOLDERS’ MEETINGS

Section 1.1. Place of Meetings. Meetings of the stockholders shall be held at such place, either within or without the State of Nevada, as the board of directors shall determine. Rather than holding a meeting at any designated place, the board of directors may determine that a meeting shall be held solely by means of remote communications, which means shall meet the requirements of the Title 7, Chapter 78 of the Nevada Revised Statutes and the provisions of the Nevada Revised Statutes applicable to Nevada corporations (the “Nevada General Corporation Law”).

Section 1.2. Annual Meeting. Unless otherwise designated by the board of directors, the annual meeting of the stockholders shall be held on the date and at the time and place fixed by the board of directors for the purpose of considering the financial statements and auditor’s report, if any, electing directors and appointing auditors or accountants, as the case may be; provided, however, that the first annual meeting shall be held on a date that is within 18 months after the date on which the corporation comes into existence, and each successive annual meeting shall be held on a date that is within 15 months after the preceding annual meeting.

Section 1.3. Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called by the board of directors, the chairman of the board of directors or the president. No other person or persons may call a special meeting. The business to be transacted at any special meeting shall be limited to the purposes stated in the notice.

Section 1.4. Remote Communications. The board of directors may permit the stockholders and their proxy holders to participate in meetings of the stockholders (whether such meetings are held at a designated place or solely by means of remote communication) using one or more methods of remote communication that satisfy the requirements of the Nevada General Corporation Law. The board of directors may adopt such guidelines and procedures applicable to participation in stockholders’ meetings by means of remote communication as it deems appropriate. Participation in a stockholders’ meeting by means of a method of remote communication permitted by the board of directors shall constitute presence in person at the meeting.

Section 1.5. Notice of Meetings. Notice of the place, if any, date and hour of any stockholders’ meeting shall be given to each stockholder entitled to vote. The notice shall state the means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person and vote at the meeting. If the voting list for the meeting is to be made available by means of an electronic network or if the meeting is to be held solely by remote communication, the notice shall include the information required to access the reasonably accessible electronic network on which the corporation will make its voting list available either prior to the meeting or, in the case of a meeting held solely by remote communication, during the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting has been called. Unless otherwise provided in the Nevada General Corporation Law, notice shall be given at least 10 days but not more than 60 days before the date of the meeting. Without limiting the manner by which notice may otherwise be given, notice may be given by a form of electronic transmission that satisfies the requirements of the Nevada General Corporation Law and has been consented to by the stockholder to whom notice is given. If mailed, notice shall be deemed given when deposited in the U.S. mail, postage prepaid, directed to the stockholder’s address as it appears in the corporation’s records. If given by a form of electronic transmission consented to by the stockholder to whom notice is given, notice shall be deemed given at the times specified with respect to the giving of notice by electronic transmission in the Nevada General Corporation Law. An affidavit of the corporation’s secretary, an assistant secretary or an agent of the corporation that notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated in the affidavit.

Section 1.6. Quorum. The presence, in person or by proxy, of the holders of one-third (1/3) of the voting power of the stock entitled to vote at a meeting shall constitute a quorum. Where a separate vote by a class or series or classes or series of stock is required at a meeting, the presence, in person or by proxy, of the holders of a majority of the voting power of each such class or series shall also be required to constitute a quorum. In the absence of a quorum, either the chairperson of the meeting or the holders of a majority of the voting power of the stock present, in person or by proxy, and entitled to vote at the meeting may adjourn the meeting in the manner provided in Section 1.7 until a quorum shall be present. A quorum, once established at a meeting, shall not be broken by the withdrawal of the holders of enough voting power to leave less than a quorum. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting.

Section 1.7. Nomination of Directors. Subject only to Nevada General Corporation Law and the articles and bylaws of the corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation. Nominations of persons for election to the board of directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders if one of the purposes for which the special meeting was called was the election of directors:

	(a)	by or at the direction of the board or an authorized officer of the corporation, including pursuant to a notice of meeting;

	(b)	by or at the direction or request of one or more stockholders pursuant to a proposal made in accordance with the provisions of Nevada General Corporation Law or a requisition of the stockholders made in accordance with the provisions of Nevada General Corporation Law;

(c)

by any person (a "Nominating Shareholder"):

	(i)	who, at the close of business on the date of the giving of the notice provided for below in this Section and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and

	(ii)	who complies with the notice procedures set forth below in this paragraph Section:

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the corporation at the principal executive offices of the corporation in accordance with this Section.

To be timely, a Nominating Shareholder’s notice to the secretary of the corporation must be made:

	(a)	in the case of an annual meeting of stockholders, not less than 30 days prior to the date of the annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is called for a date that is less than 50 days after the date (the "*Notice Date*") on which the first public announcement (as defined below) of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and

	(b)	in the case of a special meeting (which is not also an annual meeting) of stockholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

To be in proper written form, a Nominating Shareholder’s notice to the secretary of the corporation must set forth:

(a)

as to each person whom the Nominating Shareholder proposes to nominate for election as a director:

	(i)	the name, age, business address and residence address of the person;

	(ii)	the principal occupation or employment of the person;

	(iii)	the class or series and number of shares in the capital of the corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and

(iv)

any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to Nevada General Corporation Law and Applicable Securities Laws (as defined below); and

(b)

as to the Nominating Shareholder giving the notice, any information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to Nevada General Corporation Law and Applicable Securities Laws. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee. All information received pursuant to this Section may be made publicly available to stockholders of the corporation.

No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this Section; provided, however, that nothing in this Section shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of Nevada General Corporation Law. The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

For purposes of this Section:

	(a)	"*public announcement*" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and

	(b)	"*Applicable Securities Laws" means the Securities Act* (Ontario) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each of the provinces and territories of Canada.

Notwithstanding any other provision of this bylaw, notice given to the secretary of the corporation pursuant to this Section may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary of the corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

Notwithstanding the foregoing, the board of directors may, in its sole discretion, waive any requirement in this Section.

Section 1.8. Adjournment of Meetings. Either the chairperson of the meeting or the holders of a majority of the voting power of the stock present, in person or by proxy, and entitled to vote at the meeting may adjourn any meeting of stockholders from time to time. At any adjourned meeting the stockholders may transact any business that they might have transacted at the original meeting. Notice of an adjourned meeting need not be given if the time and place, if any, or the means of remote communications to be used rather than holding the meeting at any place are announced at the meeting so adjourned, except that notice of the adjourned meeting shall be required if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting.

Section 1.9. Voting List. At least 10 days before every meeting of the stockholders, the secretary of the corporation shall prepare a complete alphabetical list of the stockholders entitled to vote at the meeting showing each stockholder’s address and number of shares. This voting list need not include electronic mail addresses or other electronic contact information for any stockholder nor need it contain any information with respect to beneficial owners of the shares of stock owned although it may do so. For a period of at least 10 days before the meeting, the voting list shall be open to the examination of any stockholder for any purpose germane to the meeting either on a reasonably accessible electronic network (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the corporation’s principal place of business. If the list is made available on an electronic network, the corporation may take reasonable steps to ensure that it is available only to stockholders. If the stockholders’ meeting is held at a place, the voting list shall be produced and kept at that place for the entire duration of the meeting. If the stockholders’ meeting is held solely by means of remote communications, the voting list shall be made available for inspection on a reasonably accessible electronic network for the entire duration of the meeting. In either case, any stockholder may inspect the voting list at any time during the meeting.

Section 1.10. Vote Required. Subject to the provisions of the Nevada General Corporation Law requiring a higher level of votes to take certain specified actions and to the terms of the corporation’s certificate of incorporation that set special voting requirements, the stockholders shall take action on all matters other than the election of directors by a majority of the voting power of the stock present, in person or by proxy, at the meeting and entitled to vote on the matter. The stockholders shall elect directors by a plurality of the voting power of the stock present, in person or by proxy, at the meeting and entitled to vote on the matter.

Section 1.11. Chairperson; Secretary. The following people shall preside over any meeting of the stockholders: the chairperson of the board of directors, if any, or, in the chairperson’s absence, the vice chairperson of the board of directors, if any, or in the vice chairperson’s absence, the president, or, in the absence of all of the foregoing persons, a chairperson designated by the board of directors, or, in the absence of a chairperson designated by the board of directors, a chairperson chosen by the stockholders at the meeting. In the absence of the secretary and any assistant secretary, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.12. Rules of Conduct. The board of directors or the chairperson may adopt such rules, regulations and procedures for the conduct of any meeting of the stockholders as it deems appropriate including, without limitation, rules, regulations and procedures regarding participation in the meeting by means of remote communication. Except to the extent inconsistent with any applicable rules, regulations or procedures adopted by the board of directors, the chairperson of any meeting may adopt such rules, regulations and procedures for the meeting, and take such actions with respect to the conduct of the meeting, as the chairperson of the meeting deems appropriate. The rules, regulations and procedures adopted may include, without limitation, rules that (i) establish an agenda or order of business, (ii) are intended to maintain order and safety at the meeting, (iii) restrict entry to the meeting after the time fixed for its commencement and (iv) limit the time allotted to stockholder questions or comments. Unless otherwise determined by the board of directors or the chairperson of the meeting, meetings of the stockholders need not be held in accordance with the rules of parliamentary procedure.

Section 1.13. Inspectors of Elections. The board of directors or the chairperson of a stockholders’ meeting may appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Inspectors may be officers, employees or agents of the corporation. Each inspector, before entering on the discharge of the inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. Inspectors shall have the duties prescribed by the board of directors. At the request of the chairperson of the meeting, the inspector or inspectors shall prepare a written report of the results of the votes taken and of any other question or matter determined by the inspector or inspectors.

Section 1.14. Record Date. If the corporation proposes to take any action for which the Nevada General Corporation Law would permit it to set a record date, the board of directors may set such a record date as provided under the Nevada General Corporation Law.

Section 1.15. Written Consent. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, by means of a stockholder written consent meeting the requirements of the Nevada General Corporation Law.

ARTICLE II - DIRECTORS

Section 2.1. Number and Qualifications. The board of directors shall consist of such number as may be fixed from time to time by resolution of the board of directors. Directors need not be stockholders.

Section 2.2. Term of Office. Each director shall hold office until his or her successor is elected or until his or her earlier death, resignation or removal.

Section 2.3. Resignation. A director may resign, as a director or as a committee member or both, at any time by giving notice in writing or by electronic transmission to the corporation addressed to the board of directors, the chairperson of the board of directors, the president or the secretary. A resignation will be effective upon its receipt by the corporation unless the resignation specifies, and the remaining directors agree, that it is to be effective at some later time or upon the occurrence of some specified later event.

Section 2.4. Vacancies. Any vacancy in the board of directors, including a vacancy resulting from an enlargement of the board of directors, may be filled by a vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director. If the corporation at the time has outstanding any classes or series or class or series of stock that have or has the right, alone or with one or more other classes or series or class or series, to elect one or more directors, then any vacancy in the board of directors caused by the death, resignation or removal of a director so elected shall be filled only by a vote of the majority of the remaining directors so elected, by a sole remaining director so elected or, if no director so elected remains, by the holders of those classes or series or that class or series. A director appointed by the board of directors shall hold office for the remainder of the term of the director he or she is replacing.

Section 2.5. Regular Meetings. The board of directors may hold regular meetings without notice at such times and places as it may from time to time determine, provided that notice of any such determination shall be given to any director who is absent when such a determination is made. A regular meeting of the board of directors may be held without notice immediately after and at the same place as the annual meeting of the stockholders.

Section 2.6. Special Meetings. Special meetings of the board of directors may be called by the chairperson of the board of directors, the president or by any director. Notice of any special meeting shall be given to each director and shall state the time and place for the special meeting.

Section 2.7. Notice. Any time it is necessary to give notice of a board of directors’ meeting, notice shall be given (i) in person or by telephone to the director at least 24 hours in advance of the meeting, (ii) by personally delivering written notice to the director’s last known business or home address at least 24 hours in advance of the meeting, (iii) by delivering an electronic transmission (including, without limitation, via telefacsimile or electronic mail) to the director’s last known number or address for receiving electronic transmissions of that type at least 24 hours in advance of the meeting, (iv) by depositing written notice with a reputable delivery service or overnight carrier addressed to the director’s last known business or home address for delivery to that address no later than the business day preceding the date of the meeting or (v) by depositing written notice in the U.S. mail, postage prepaid, addressed to the director’s last known business or home address no later than the third business day preceding the date of the meeting. Notice of a meeting need not be given to any director who attends a meeting without objecting prior to the meeting or at its commencement to the lack of notice to that director. A notice of meeting need not specify the purposes of the meeting.

Section 2.8. Quorum. A majority of the directors in office at the time shall constitute a quorum. Thereafter, a quorum shall be deemed present for purposes of conducting business and determining the vote required to take action for so long as at least a third of the total number of directors is present. In the absence of a quorum, the directors present may adjourn the meeting without notice until a quorum shall be present, at which point the meeting may be held.

Section 2.9. Vote Required. At all meetings of the board of directors at which a quorum is present, all directors of the corporation shall have the same voting rights and every question shall be decided by a majority of the votes cast on such question, except as otherwise provided in the Articles of Incorporation.

Section 2.10. Chairperson; Secretary. If the chairperson and the vice chairperson are not present at any meeting of the board of directors, or if no such officers have been elected, then the board of directors shall choose a director who is present at the meeting to preside over it. In the absence of the secretary and any assistant secretary, the chairperson may appoint any person to act as secretary of the meeting.

Section 2.11. Use of Communications Equipment. Directors may participate in meetings of the board of directors or any committee of the board of directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person at the meeting.

Section 2.12. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting if all of the directors consent to the action in writing or by electronic transmission. The writing or writings or electronic transmission or transmissions shall be filed with the minutes of the proceedings of the board of directors or of the relevant committee.

Section 2.13. Compensation of Directors. The board of directors shall from time to time determine the amount and type of compensation to be paid to directors for their service on the board of directors and its committees. The Corporation shall reimburse the reasonable expenses incurred by the directors in connection with attending (whether in person or telephonically) all meetings of the board of directors or committees thereof.

Section 2.14. Committees. The board of directors may designate one or more committees, each of which shall consist of one or more directors. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member. Any committee shall, to the extent provided in a resolution of the board of directors and subject to the limitations contained in the Nevada General Corporation Law, have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. Each committee shall keep such records and report to the board of directors in such manner as the board of directors may from time to time determine. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business. Unless otherwise provided in a resolution of the board of directors or in rules adopted by the committee, each committee shall conduct its business as nearly as possible in the same manner as is provided in these bylaws for the board of directors.

Section 2.15 Chairperson and Vice Chairperson of the Board. The board of directors may elect from its members a chairperson of the board and a vice chairperson. If a chairperson has been elected and is present, the chairperson shall preside at all meetings of the board of directors and the stockholders. The chairperson shall have such other powers and perform such other duties as the board of directors may designate. If the board of directors elects a vice chairperson, the vice chairperson shall, in the absence or disability of the chairperson, perform the duties and exercise the powers of the chairperson and have such other powers and perform such other duties as the board of directors may designate.

ARTICLE III - OFFICERS

Section 3.1. Offices Created; Qualifications; Election. The corporation shall have a president, a secretary, a treasurer and such other officers, if any, as the board of directors from time to time may appoint. Any officer may be, but need not be, a director or stockholder. The same person may hold any two or more offices. The board of directors may elect officers at any time.

Section 3.2. Term of Office. Each officer shall hold office until his or her successor has been elected, unless a different term is specified in the resolution electing the officer, or until his or her earlier death, resignation or removal.

Section 3.3. Removal of Officers. Any officer may be removed from office at any time, with or without cause, by the board of directors.

Section 3.4. Resignation. An officer may resign at any time by giving notice in writing or by electronic transmission to the corporation addressed to the board of directors, the chairperson of the board of directors, the president or the secretary. A resignation will be effective upon its receipt by the corporation unless the resignation specifies, and the board agrees, that it is to be effective at some later time or upon the occurrence of some specified later event.

Section 3.5. Vacancies. A vacancy in any office may be filled by the board of directors.

Section 3.6. Compensation. Officers shall receive such amounts and types of compensation for their services as shall be fixed by the board of directors.

Section 3.7. Powers. Unless otherwise specified by the board of directors, each officer shall have those powers and shall perform those duties that are (i) set forth in these bylaws (if any are so set forth), (ii) set forth in the resolution of the board of directors electing that officer or any subsequent resolution of the board of directors with respect to that officer’s duties or (iii) commonly incident to the office held.

Section 3.8. President. The president shall be subject to the direction and control of the board of directors and shall have general active management of the business, affairs and policies of the corporation. The president shall have the power to sign all certificates, contracts and other instruments on behalf of the corporation.

Section 3.9. Vice Presidents. The vice presidents, if any, shall be subject to the direction and control of the board of directors and the president and shall have such powers and duties as the board of directors or the president may assign to them. If the board of directors elects more than one vice president, then it shall determine their respective titles, seniority and duties. If the president is absent, disqualified from acting, unable to act or refuses to act, the most senior in rank of the vice presidents (as determined by the board of directors) shall have the powers of, and shall perform the duties of, the president.

Section 3.10. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds, securities and valuable papers of the corporation. The treasurer shall deposit all funds in the depositories or invest them in the investments designated or approved by the board of directors or any officer or officers authorized by board of directors to make such determinations. The treasurer shall disburse funds under the direction of the board of directors or any officer or officers authorized by the board of directors to make such determinations. The treasurer shall keep full and accurate accounts of all funds received and paid on account of the corporation and shall render a statement of these accounts whenever the board of directors or the president shall so request.

Section 3.11. Secretary. The secretary shall, to the extent practicable, attend all meetings of the stockholders and the board of directors. The secretary shall record the proceedings of the stockholders and the board of directors, including all actions by written consent, in a book or series of books to be kept for that purpose. The secretary shall perform like duties for any committee of the board of directors if the committee so requests. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors. Unless the corporation has appointed a transfer agent, the secretary shall keep or cause to be kept the stock and transfer records of the corporation. The secretary shall have such other powers and duties as the board of directors or the president may determine.

ARTICLE IV - CAPITAL STOCK

Section 4.1. Stock Certificates. The corporation’s shares of stock shall be represented by certificates, provided that the board of directors may, subject to the limits imposed by law, provide by resolution or resolutions that some or all of any or all classes or series shall be uncertificated shares. Shares of stock represented by certificates shall be in such form as shall be approved by the board of directors. Stock certificates shall be numbered in the order of their issue and shall be signed by or in the name of the corporation by (i) the chairperson or vice chairperson, if any, of the board of directors, the president or a vice president and (ii) the treasurer, an assistant treasurer, the secretary or an assistant secretary. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. Each certificate that is subject to any restriction on transfer shall have conspicuously noted on its face or back either the full text of the restriction or a statement of the existence of the restriction.

Section 4.2 Registration; Registered Owners. The name of each person owning a share of the corporation’s capital stock shall be entered on the books of the corporation together with the number of shares owned, the date or dates of issue and the number or numbers of the certificate or certificates, if any, covering such shares. The corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

Section 4.3. Stockholder Addresses. It shall be the duty of each stockholder to notify the corporation of the stockholder’s address.

Section 4.4. Transfer of Shares. Registration of transfer of shares of the corporation’s stock shall be made only on the books of the corporation at the request of the registered holder or of the registered holder’s duly authorized attorney (as evidenced by a duly executed power of attorney provided to the corporation) and upon surrender of the certificate or certificates representing those shares, if in certificated form, properly endorsed or accompanied by a duly executed stock power. The board of directors may make further rules and regulations concerning the transfer and registration of shares of stock and the certificates representing them and may appoint a transfer agent or registrar or both and may require all stock certificates to bear the signature of either or both.

Section 4.5. Lost, Stolen, Destroyed or Mutilated Certificates. The corporation may issue a new stock certificate of stock in the place of any certificate theretofore issued by it alleged to have been lost, stolen, destroyed or mutilated. The board of directors may require the owner of the allegedly lost, stolen or destroyed certificate, or the owner’s legal representatives, to give the corporation such bond or such surety or sureties as the board of directors, in its sole discretion, deems sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction or the issuance of such new certificate and, in the case of a certificate alleged to have been mutilated, to surrender the mutilated certificate.

Section 4.6. Consideration for Shares. Shares in the capital stock of the corporation shall be issued in accordance with applicable laws at a fair market value determined by the board of directors notwithstanding that recourse can be made against the board of directors if shares are issued for less than fair market value, and the consideration for the share shall be fully paid in money or in property that are not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money. The shares shall be fully paid and non-assessable and no share shall be issued until the full amount of the consideration has been paid. In determining whether property or past services are the fair equivalent of a money consideration, the board of directors may take into account reasonable charges and expenses of organization and re-organization and payments for property and past services reasonably expected to benefit the corporation. For the purposes of this section, “property” shall not include a promissory note, or a promise to pay, that is made by a person to whom a share is issued, or a person who does not deal at arm’s length, within the meaning of that expression in the Income Tax Act (Canada), with a person to whom a share is issued.

ARTICLE V - GENERAL PROVISIONS

Section 5.1 Waiver of Notice. Any stockholder or director may execute a written waiver or give a waiver by electronic transmission of notice of the meeting, either before or after such meeting. Any such waiver shall be filed with the records of the corporation. If any stockholder or director shall be present at any meeting it shall constitute a waiver of notice of the meeting, except when that stockholder or director attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice of meeting need not specify the purposes of the meeting.

Section 5.2. Electronic Transmissions. For purposes of these bylaws, “electronic transmission” shall mean a form of communication not directly involving the physical transmission of paper that satisfies the requirements with respect to such communications contained in the NRS.

Section 5.3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 5.4. Voting Stock of Other Organizations. Except as the board of directors may otherwise designate, each of the president and the treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for the corporation (with power of substitution) at any meeting of the stockholders, members or other owners of any other corporation or organization the securities or ownership interests of which are owned by the corporation.

Section 5.5. Corporate Seal. The corporation shall have no seal.

Section 5.6. Amendment of Bylaws. These bylaws, including any bylaws adopted or amended by the stockholders, may be amended or repealed by the board of directors, subject to the limitations contained in the Nevada General Corporation Law. The board of directors shall not amend the provisions set forth in sections 1.2, 2.9, 4.6 or 5.6 of these bylaws without the prior approval of stockholders evidenced by a resolution passed by a simple majority of the votes of stockholders present in person or by proxy at a meeting of stockholders.

ARTICLE VI - INDEMNIFICATION

Section 6.1. Indemnification. The corporation shall indemnify Indemnified Persons as set forth in Article X of the corporation’s Articles of Incorporation, as amended.

ARTICLE VII – RIGHT TO DISSENT

Section 7.1. Right to Dissent. Notwithstanding anything contained in the Nevada General Corporation Law, section 190 of the Canada Business Corporations Act (the “Canada Act”) shall apply to the corporation, mutatis mutandis, as if the corporation has been constituted pursuant to the Canada Act.

ARTICLE VIII – MINORITY SHAREHOLDERS’ REMEDIES

Section 8.1. Minority Shareholders’ Remedies. Notwithstanding anything contained in the Act, a minority shareholder of the corporation may apply to a court of competent jurisdiction for relief afforded complainants pursuant to sections 239, 240, 241 and 242 of the Canada Act, which sections shall apply to the corporation, mutatis mutandis, as if the corporation has been constituted pursuant to the Canada Act.