2.01 Head Office

2.02 Corporate Seal

2.03 Execution of Instruments

2.04 Financial Year

2.05 Banking Arrangements

3.01 Number of Directors and Quorum

3.02 Qualifications

3.03 Election and Term

3.04 Removal of Directors

3.05 Vacation of Office

3.06 Vacancies

3.07 Calling of Meetings

3.08 Notice

3.09 Regular Meetings

3.10 Place of Meeting

3.11 Chair

3.12 Votes to Govern

3.13 Remuneration

3.14 Declaration of Interest

4.01 Election of President

4.02 Appointment of Other Officers

4.03 Term of Office

4.04 President

4.05 Vice-President

4.06 General Manager

4.07 Secretary

4.08 Treasurer

4.09 Other Officers

4.10 Standard of Care

4.11 Indemnities of Directors, Officers and Others

4.12 Insurance for Directors and Officers

4.13 Variation of Powers and Duties

5.01 Advisory Committees

6.01 Classes of Membership

6.02 Conditions of General Membership

6.03 Non-Transferability

6.04 Professional Associate

7.01 Annual Meetings

7.02 Special Meetings

7.03 Place of Meetings

7.04 Notice of Meetings

7.05 Meetings Without Notice

7.06 Chair, Secretary and Scrutineers

7.07 Persons Entitled to be Present

7.07 Quorum

7.08 Right to Vote

7.09 Proxies

7.10 Votes to Govern

7.11 Show of Hands

7.12 Polls

7.13 Casting Vote

7.14 Adjournment

7.15 Conduct of Meetings and Rules of Order

8.01 By-laws

8.02 Auditors

8.03 Rules and Regulations

8.04 National Bylaws

9.01 Effective Date

Words Importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.

The Head office of the Corporation shall be in the Regional Municipality of Hamilton-Wentworth, in the Province of Ontario, and at such place therein as the directors may from time to time determine by resolution.

Until changed by the board, the-seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.

The board may from time to time direct by resolution the person or persons who may sign on behalf of the Corporation deeds, transfers, assignments, contracts, obligations and other instruments in writing generally or to sign specific deeds, transfers, assignments, contracts, obligations and other instruments In writing, and instruments in writings so signed shall be binding on the Corporation without any further authorization or formality. Any person authorized to sign any documents may affix the Corporate seal thereto.

The financial year of the Corporation shall end on the 30^th day of June, or such other date as the board of directors may by resolution determine.

The banking business of the Corporation shall be transacted with such banks, trust companies or persons as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.

The affairs of the Corporation shall be managed by its board of directors. Until changed in accordance with the Act, the number of directors shall consist of not less than nine (9) but not more than eleven (11) directors of whom a majority number shall constitute quorum.

No person shall be qualified to be a director unless:

The directors of the Corporation shall be elected, in rotation, for a term of three, (3) years, and upon the expiration of their respective term of office shall retire, but shall be eligible for re-election. The election shall be by ordinary resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

Subject to the provisions of the Act, the members may by resolution passed by at least two-thirds of the votes cast thereon at an annual or special meeting called for such purpose remove any director from office and the vacancy created by such removal may be filled at the same meeting by a majority vote of the members present in accordance with the terms of paragraph 3.06.

The office of a director shall be vacated upon the occurrence of any of the following events;

Vacancies on the board may be filled for the remainder of its term of office either by the members at a general meeting of members called for the purpose or by the board if the remaining directors constitute a quorum. If the number of directors is increased, a vacancy or vacancies on the board to the number of the authorized increase shall thereby be deemed to have occurred which may be filled in the manner above provided. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which the director’s successor is elected.

Meetings of the board shall be called and held from time to time at such time and at such place as the board, the president or the any two directors may determine.

Notice of the time and place of every meeting so called shall be given to each director not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the directors are present or if those absent waive notice of or otherwise signify their consent to such meeting being held. A notice of meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified. Notice may be given by prepaid mail, publication in the Corporation’s newsletter, posting it on the Corporation’s web site, by facsimile, electronic mail or any other electronic communication.

The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the board fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed but no other notice shall be required for any such regular meeting.

Meetings of the board shall be held at the head office of the Corporation or any place that the board shall determine.

The president or, in the president’s absence, the vice-president shall be the chair of any meeting of the directors. If no such officer be present, then the directors shall choose one of their number to be chair.

At all meetings of the board every question shall be decided by a majority or the votes cast on the question. In case of an equality of votes the chair of the meeting shall be entitled to a second or casting vote.

The directors shall serve as such without remuneration but shall be entitled to be paid their traveling and other expenses properly incurred by them in respect of carrying out their duties and obligations including, but not limited to, all such costs incurred in respect of attending board meetings, meetings of the members of the Corporation, meetings of the National Board of CCI or the National Annual General Meeting of CCI. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

It shall be the duty of every director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or transaction which the Corporation is or is to be a party to declare such interest at a meeting of the directors of the Corporation and to refrain from voting in respect thereto and such director shall not in respect of such contract or transaction be counted in the quorum of the board.

At the first meeting of the board held subsequent to the annual general meeting of the Corporation the board shall elect a president from among its members. In default of such election, the then incumbent, if a member of the board shall hold office until a successor is elected. A vacancy occurring from time to time in such office may be filled by the board from among its members.

From time to time the board shall appoint a secretary and may appoint a vice-president, a treasurer and such other officers as the board may determine. The officers so appointed may but need not be directors and one person may hold more than one office, save that the president may not hold the office of secretary.

In the absence of written agreement to the contrary, the board may remove at its pleasure any officer of the Corporation.

The President shall:

The Vice-President shall:

The general manager, if one be appointed by the board, shall:

The terms of employment and remuneration of the general manager and employees shall be settled from time to time by the board.

The Secretary shall:

The Treasurer, or person performing the usual duties of a Treasurer, shall:

The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant unless the board otherwise directs.

Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interest of the corporation and exercise the care, diligence and skill reasonably a prudent person would exercise in comparable circumstances.

Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:

The Corporation shall purchase and maintain insurance for the benefit of the directors or officers of the Corporation, former directors or officers of the Corporation and their heirs and legal representatives against any liability incurred by them, in their capacity as a director or officer of the Corporation, except where the liability is related to their failure to act honestly and in good faith with a view to the best interest of the Corporation.

The board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.

The board of directors may by resolution create one or more committees which may but need not include members of the board. Unless otherwise provided, the president shall be a member ex officio of all committees. Committees created by the board of directors shall be given written reference by the board. The board shall appoint a chair for each committee who shall be responsible for managing and supervising the members of that committee. The chair shall at a meeting of the board report as to the status of the committee’s work.

There shall be four classes of membership in the Corporation which are as follows:

The qualifications for membership in the Corporation are as follows:

Memberships are not transferable.

A professional member shall be entitled to seek accreditation as a Professional Associate of CCI in accordance with its by-laws and the polices, procedures and requirements as established from time to time by the National Board of Directors of CCI and if successful to use the designatory letters ‘A.C.C.I.".

The annual meeting of the members shall be held at such time and on such day in each year as the board may from time to time determine, for the purpose of receiving the reports and statements required by the Act to be placed before the annual meeting, electing directors appointing auditors and fixing or authorizing the board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.

The board shall have the power to call a special meeting of members at any time.

Meetings of members shall be held at the head office of the Corporation or elsewhere in the municipality in which the head office is situate or, if the board shall so determine, at some other place in Ontario.

Notice of the time and place of each meeting of members shall be given in the manner hereinafter provided not less than fourteen days before the day on which the meeting is to be held to each member listed in the records of the Corporation as of 4:00 p.m. on the day on which the notice is given. Notice of a special meeting of members shall state the general nature of the business to be transacted at it. The auditors of the Corporation are entitled to receive all notices and other communications relating to any meetings of the members that any member is entitled to receive. Notice may be given by prepaid mail, publication in the Corporation’s newsletter, posting it on the Corporation’s web site, by facsimile, electronic mail or any other electronic communication.

A meeting of members may be held at any time and place without notice if all the members entitled to vote at it are present in person or represented by proxy, or if those not present or represented by proxy waive notice, consent to such meeting being held or who, within twenty-one, (21) days of the holding of such meeting, do not object in writing to it having been held and at such meeting any business may be transacted which the Corporation at a meeting of members may transact.

The president or, in his absence, a vice-president who is a director of the Corporation shall be chair of any meeting of members. If no such officer be present within fifteen minutes from the time fixed for holding the meeting, the members present and entitled to vote shall choose one of their number to be the chair. If the secretary of the Corporation be absent, the chair shall appoint some person, who need not be a member, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by a resolution or by the chair with the consent of the meeting.

The only persons entitled to attend a meeting of members shall be those entitled to vote at it, the auditors of the Corporation and others who although not entitled to vote, are entitled or required under any provisions of the Act or the letters patent or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

A quorum for the transaction of business at any meeting of members shall be one-quarter of the members entitled to vote at the meeting, whether present in person or by proxy. If a quorum is not present at the meeting, the members present may adjourn the meeting to a fixed time and place. Notice of such adjourned meeting shall be given in compliance with paragraph 7.04 save and except that only 3 days notice of the meeting shall be required. A quorum for the transaction of business at such adjourned meeting shall be those members present in person or by proxy.

At any meeting of members every person shall be entitled to vote who is at the time of meeting entered in the books of the Corporation as a paid up member. If a condominium member or sponsor member has more than one person present or represented by proxy, they shall vote in the same way, failing which the vote for such condominium or sponsor member shall not be counted.

At any meeting of members a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing the proxy, the same voting rights that the member appointing the proxy would be entitled to exercise if present at the meeting. A proxy need not be a member. An instrument appointing a proxy shall be in writing and, if the appointee is a corporation, other than a condominium corporation, shall be under its corporate seal, subject to the Act. A proxy given by a condominium member may be accepted if it is executed by the Property Manager shown in the Corporation’s records as being the manager of the condominium member unless the condominium member, in writing, advises the Corporation to the contrary prior to a vote being taken. An instrument appointing a proxy shall be acted on only if prior to the time of voting, it is deposited with the secretary of the Corporation or of the meeting or as may be directed in the notice calling the meeting. Proxies received by the Corporation will be voted in accordance with the direction of a majority of the board.

At any meeting of the members every question shall, unless otherwise required by the letters patent or by-laws of the Corporation or by the Act, be determined by a majority of the votes duly cast on the question by those members present, in person or proxy , at the meeting.

Any question, other than the election of directors, at a meeting of members shall be decided by a show of hands unless, after a show of hands, a poll is required or demanded by a member. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried, an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question. The election of directors shall be decided by private ballot unless the directors are acclaimed.

Prior to, or promptly after, a show of hands has been taken on any question, the chair may require or any member entitled to vote on the question may demand a poll thereon. If a poll is required or demanded it shall be taken in such manner as the chair shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll each member present in person or represented by proxy and entitled to vote shall have one vote and the result of the poll shall be the decision of the members upon the said question.

In case of an equality of votes at any meeting of members either upon show of hands or upon a poll, the chair of the meeting shall be entitled to an additional or casting vote.

The chair at a meeting of members may with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.

Unless the Act or the letters patent or by-laws of the Corporation provide otherwise, any question as to; the calling of the meeting; the right to vote at a meeting; the validity of proxies presented at he meeting; the method used to hold, or the validity of, a vote at a meeting; or the rules of order for a meeting; shall be determined by the chair. If such a decision of the chair is challenged the rules and procedures contained in Wainberg’s Company Meetings including Rules of Order, (published by CCH Canadian Limited, North York, Ontario) will be referred to in order to determine the question.

By-laws of the Corporation may be enacted, repealed or amended by a by-law approved by a majority of the directors at a meeting of the board and sanctioned by an affirmative vote of a majority of the members at a meeting duly called for the purpose of considering the said by-law. Once approved by the board the by-law shall have full force and effect but only until the next annual meeting of the members of the Corporation at which it shall be confirmed, and in default of confirmation at such annual meeting of members it shall cease to have any effect or force.

The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation to hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.

The board of directors may prescribe such rules and regulations not inconsistent with these by-laws or the by-laws of CCI, relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed, and in default of confirmation at such annual meeting of members shall cease to have any force or effect..

It is understood that all by-laws, rules and regulations of the Corporation must conform with those of CCI in order to be consistent with the purpose, aims and goals of the CCI. If at anytime, any provision of this by-law is or becomes inconsistent with any provision of any by-law of CCI, then these bylaws are deemed to be amended to conform with the by-laws of CCI.