P. 3


(n) "Director'' or "Board Member'' means a member of the Board of Plant

(o) "Documents" includes deeds, mortgages, hypothecs, charges,
         conveyances, transfers and assignments of property, real or personal,
         immovable or moveable, agreements, releases, receipts and
         discharges for the payment of money or other obligations,
         conveyances, transfer and assignments of shares, bonds, debentures
         or other securities and all paper writing;

(p) "Financial Year'' or "Fiscal Year'' means the Fiscal Year for Plant
        Canada ending on December 31st of each year;

(q) "General Operating By-law'' means this By-law, any amendments
         thereto, and any other By-laws of Plant Canada intended to amend or
         replace the General Operating By-law herein;

(r) "Individual" means a Person who is a Member of a Society that is
         affiliated with Plant Canada;

(s) "Meeting of Members" or "Membership Meetings" means any annual or
         special Meetings of Members;

(t) "Members" or "Membership" means the collective Voting and Associate
         Membership of Plant Canada;

(u) "Officer'' means an Officer of Plant Canada as defined in this General
         Operating By-law;

(v) "Person" means an individual person, but does not include
         corporations, partnerships, trusts or unincorporated organizations;

(w) "Policies" means such policies as established by Plant Canada for the
         governance of the Corporation;

(x) "Policy Statement" means a policy statement adopted pursuant to this
         General Operating By-law from time to time as part of the Constitution
         concerning the operations of Plant Canada;

(y) "Purposes" means the purposes of Plant Canada contained in the
         Articles of Incorporation, as amended and supplemented from time to
         time by Articles of Amendment;

(z) "Related Persons" means Related Persons as defined under the
         Income Tax Act (Canada), as amended from time to time, and shall
         include Person(s) connected by blood, relation, marriage, or adoption;
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