Page 19 - GENERALOPERATING BY-LAWNO1

- 19

24.03 Indemnity to Others - Plant Canada may also indemnify such other Persons
in such other circumstances as the Act or the law permits or requires.
Nothing in this By-law shall limit the right of any person entitled to indemnity
to claim indemnity apart from the provision of this General Operating By-law
to the extent permitted by the Act or the law.

PART VIII - POLICY STATEMENTS

25. POLICY STATEMENTS

25.01 Establishing Policy Statements - For the purpose of Part VIII, a Policy

Statement shall have the meaning as set out in Section 1.01(x) of this By-
law. In consideration of the ongoing need for Plant Canada to provide
policies, guidelines and directions to its Board Members, Officers, Members,
Committee Members, employees and volunteers in pursuing the Purposes of
Plant Canada, Plant Canada may adopt Policy Statements on such matters
as are deemed necessary from time to time by the Board and such Policy
Statements upon a two-thirds (2/3rds) majority vote of the Board shall
become operative and shall be deemed to be part of this General Operating
By-law and the Constitution.

PART IX - GENERAL PROVISIONS

26.01 Corporate Seal - Plant Canada may have a corporate seal in the form
approved from time to time by the Board. If a corporate seal is approved by
the Board, the Secretary of Plant Canada shall be the custodian of the
corporate seal.

26.02 Execution of Documents - Deeds, transfers, assignments, contracts,
obligations and other instruments in writing requiring execution by Plant
Canada may be signed by the President or Treasurer. In addition, the Board
may from time to time direct the manner in which and the person or persons
by whom a particular document or type of document shall be executed. Any
person authorized to sign any document may affix the corporate seal (if any)
to the document. Any signing Officer may certify a copy of any instrument,
resolution, by-law or other document of Plant Canada to be a true copy
thereof.

26.03 Financial Year -The financial year end of Plant Canada shall be December
3pt of each year.

26.04 Banking Arrangements - The banking business of Plant Canada shall be
transacted at such bank, trust company or other firm or corporation carrying
on a banking business in Canada or elsewhere as the Board of Directors
may designate, appoint or authorize from time to time by resolution. The
banking business or any part of it shall be transacted by an Officer of Plant
Canada and/or other persons as the Board of Directors may by Resolution