5. Duties and Number: The affairs of the Corporation shall be managed by a board of directors who may be known and referred to as directors, trustees or governors. The board of directors shall consist of the number of directors set out in the Letters Patent or such other number of directors as may be determined from time to time by Special Resolution.

6. Qualifications: Every director shall be eighteen (18) or more years of age and shall be a member of the Corporation, or shall become a member of the Corporation within ten (10) days atter election or appointment as a director and no undischarged bankrupt shall become a director.

7. First Directors: The applicants for incorporation shall become the first directors of the Corporation whose term of office on the board of directors shall continue until their successors are elected at the first meeting of members.

8. Election and Term: Subject to the provisions of this By-law, directors shall be elected yearly by the members at an annual meeting. The directors' term of office shall be from the date of the meeting at which they are elected until the annual meeting next following or until their successors are elected. The whole board of directors shall retire at the annual meeting at which the election of directors is to be made but, subject to the provisions of the By-laws, shall be eligible for re-election.

9. Vacancies: The office of a director shall automatically be vacated:

   1. if the director does not within ten (10) days after election or appointment as a director become a member, or ceases to be a member of the Corporation;

   2. if the director becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment or Is declared insolvent;

   3. if the director is found to be a mentally incompetent person or becomes of unsound mind;

   4. if the director by notice in writing to the Corporation resigns office which resignation shall be effective at the time it is received by the Secretary of the Corporation or at the time specified in the notice, whichever is later;

   5. if at a special meeting of members, a resolution is passed by at least twothirds (2/3) of the votes cast by the members at the special meeting removing the director before the expiration of the director's term of office: or

   6. if the director dies.

10. Filling Vacancies: A vacancy occurring in the board of directors shall be filled as follows:

    1. if the vacancy occurs as a result of the removal of any director by the members in accordance with paragraph 9(e) above, It may be filled upon the vote of a majority of the members and any director elected to fill a removed director's place shall hold office for the remainder of the removed director's term;

    2. any other vacancy in the board of directors may be filled for the remainder of the term by the directors then in office, if they shall see fit to do so. so long as there is a quorum of directors in office provided that if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy, and, in default or if there are no directors then in office, the meeting may be called by any member;

    3. otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected.

If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

11. Executive Committee: Subject to Section 70 of the Act and in the event that the number of directors on the board is greater than six (6), the directors may elect from among their number an executive committee consisting of not fewer than three (3) directors and may delegate to such executive committee any of the powers of the board of directors, subject to the restrictions, if any, contained in the By-laws or imposed from time to time by the board of directors. Subject to the By-Laws and any resolution of the board of directors, the executive committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit and may from time to time adopt, amend or repeal rules or procedures in this regard, provided, however, that if the executive committee is authorized to fix its quorum, such quorum shall not be less than a majority of its members. Subject to the Act, except to the extent otherwise determined by the board of directors or, falling such determination, as determined by the executive committee, the provisions of paragraphs 14 to 21 hereof, inclusive, shall apply, with necessary modifications to the executive committee.

12. Other Committees: The board of directors may from time to time appoint any other committee or committees, as it deems necessary or appropriate tbr such purposes and with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors. The board of directors may fix any remuneration for committee members who are not also directors of the Corporation.

13. Remuneration of Directors: The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from occupying the position of director; provided that a director may be reimbursed for reasonable expenses incurred by the director in the performance of the director's duties. Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor.