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21I DESCRIPTION OF OFFICES

21.01 Description of Offices- Unless otherwise specified by the Board (which may,
subject to the Act modify, restrict or supplement such duties and powers),
the offices of Plant Canada, if designated and if Officers are appointed, shall
have the following duties and powers associated with their positions:

(a) President- The President of the Corporation will also act as the Chair
of the Board. The President may but need not be a Director. He/she
shall, when present, preside at all meetings of the Board of Directors
and of the Members. The President shall have such other duties and
powers as the Board may specify.

(b) Vice-President of the Board - The Vice President, if one is to be
appointed, shall be a Director. If the President is absent or is unable
or refuses to act, the Vice-President of the Board, if any, shall, when
present, preside at all meetings of the Board of Directors and of the
Members. The Vice-President shall have such other duties and
powers as the Board may specify.

(c) Secretary - If appointed, the Secretary shall attend and be the
Secretary of all Board Meetings and Meeting of Members. The
Secretary shall enter or cause to be entered in Plant Canada's minute
book, minutes of all proceedings at such meetings; the Secretary shall
give, or cause to be given, as and when instructed, notices to
Members, Directors, Auditor and Committee Members; the Secretary
shall be the custodian of all books, papers, records, documents and
other instruments belonging to Plant Canada. The Secretary may but
need not be a Director.

(d) Treasurer- If appointed, the Treasurer shall have such powers and
duties as the Board may specify. The Treasurer may but need not be
a Director.

(e) Past-President - The incumbent President shall hold the office of
Past-President. The Past President shall be entitled to notice of all
meetings of the Board, and have the right to attend and fully
participate at such meetings, but shall not have the right to vote.

The powers and duties of all other Officers of Plant Canada shall be such as
the terms of their engagement call for or the Board requires of them. The
Board may from time to time and subject to the Act, vary, add to, or limit the
powers and duties of any Officer.