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supplemented from time to time by Articles of Amendment, including
the purpose and power clauses and any special provisions;

(d) "Associate Member'' is a Society that meets the qualifications set out in
         Section 5.03 and is accepted into membership of Plant Canada in
         accordance with the provisions of this By-law, but such Associate
         Member shall not have the right to vote except as otherwise provided
         by the Act;

(e) "Auditor'' means a Public Accountant who meets the qualifications as
        set out in Section 180 of the Act and who has been appointed by the
        Membership to audit the financial statements of Plant Canada in
        accordance with the Act and this General Operating By-law;

(f) "Board" or "Board of Directors" shall mean the Board of Directors of
         Plant Canada;

(g) "By-law" or "By-laws" means this By-law and all other By-laws of Plant
        Canada from time to time in force and effect, including the General
        Operating By-law herein;

(h) "Chair'' means the Chair of the Meeting of Members, who shall be the
         President of Plant Canada or as otherwise provided for in this General
         Operating By-law. The President will also chair all meetings of the
         Board when present at such meetings;

(i) "Committee" means a Committee or Committees of Plant Canada as
        defined in this General Operating By-law;

0) "Committee Member'' means a member of a Committee;

(k) "Constitution" means the Articles of Incorporation, any Articles of
        Amendment, General Operating By-law, By-laws, Rules, Regulations or
        Guidelines adopted by Plant Canada from time to time;

(I) "Corporation" means the legal entity incorporated as a corporation

without share capital by Articles of Incorporation dated the

day of  , 2015, and named PLANT CANADA -


(m) "Delegate" means an Individual who has been appointed by a Society
        which is a Voting Member and of which the Individual is a member in
        good standing of such Society, to represent its interests at Meetings of
        Members for which the Individual has been appointed to serve as
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