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Delegate. In addition to the right of a Voting Class Member to elect two (2)
Directors, all Voting Class Members shall collectively vote for the election of
any additional Directors authorized to be elected pursuant to the provisions
of the By-law.

15. TERM OF OFFICE OF BOARD

15.01 The Directors shall be elected for a two (2) year term.

16. MAXIMUM TERM OF BOARD

16.01 No Board Member shall be elected for more than four (4) consecutive full
two year terms. A partial term of less than two (2) years shall not be
considered a full term.

16.02 Upon the completion of the maximum term on the Board, a minimum of a

one (1) year absence is required before eligibility for re-election to the Board

is restored. '

17. AUTHORITY OF BOARD

17.01 General Authority -The Board shall be responsible for the overall affairs of
Plant Canada and shall make or cause to be made for Plant Canada in its
name any kind of contract which Plant Canada may lawfully enter into, save
as hereinafter provided, and generally may exercise such other powers and
do such other acts and things as Plant Canada is by its Articles of
Incorporation, the Act, or otherwise authorized to do.

17.02 Specific Authority - Without limiting the generality of the foregoing, the Board
shall be authorized to carry out the following duties and responsibilities:

(a) to exercise overall responsibility over the day to day administration
and operations of Plant Canada and to oversee the expenditure of
operating and capital funds in general accordance with the approved
annual budget;

(b) to formulate and recommend Policy Statements as defined herein and
to implement Policy Statements approved by the Membership;

(c) to appoint such Agents and engage such employees as it deems
necessary from time to time and such Persons shall have such
authority and shall perform such duties as shall be prescribed by the
Board at the time of such appointment;