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      (b} carrying out any conduct which may be detrimental to Plant Canada as
              determined by the Board in its sole discretion;

      (c} for any other reason that the Board in its sole and absolute discretion
              considers to be reasonable, having regard to the purpose of Plant
              Canada.

      In the event that the Board determines that a Member should be suspended or
      expelled from Membership in Plant Canada, the Chair of the Board, or such
      other officer as may be designated by the Board, shall provide twenty-one (21}
      days written notice of suspension or expulsion to the Member and to the
      Member's Delegate or Associate Representative (as defined in Section 5.04}
      and shall provide reasons for the proposed suspension or expulsion. The
      Member may make written submissions to the Chair, or such other Officer as
      may be designated by the Board, in response to the notice received within
      such twenty-one (21} day period. In the event that no written submissions are
      received by the Chair, the Chair, or such other Officer as may be designated
      by the Board, may proceed to notify the Member that the Member is
      suspended or expelled from Membership or Associate Membership in the
      Corporation. If written submissions are received in accordance with this
      section, the Board will consider such submissions in arriving at a final decision
      and shall notify the Member concerning such final decision within a further
      twenty-one (21} days from the date of receipt of the submissions. The Board's
      decision shall be final and binding on the Member, without any further right of
      appeal.

8. TERMINATION OF MEMBERSHIP

8.01  A Voting Member or Associate Member may have its Membership in Plant
      Canada terminated if, by a majority vote of the Board of Directors, it is
      determined that the Member or Associate Member has failed to bring itself
      into good standing after notice of such default has been given to the Member
      or Associate Member in accordance with Section 7.01 hereof and the Member
      or Associate Member either fails to provide written submissions in response to
      the notice, or having provided such written submissions, the Board has
      considered them and determined termination of Membership is appropriate.

9. EFFECT OF TERMINATION OF MEMBERSHIP

9.01 Subject to the Articles, upon any termination of Membership, the rights of the
         Member, including any rights in or to the property of the Plant Canada,
         automatically cease to exist.

10. MEMBERSHIP DUES
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