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PART IV BOARD OF DIRECTORS (the "Board")

12. DEFINITION OF BOARD OF DIRECTORS

12.01 The affairs of Plant Canada shall be the responsibility of the Board. It shall
consist of no fewer than three (3) and no more than forty (40) Persons as
determined by the Voting Members at the Annual Meeting of Members each
year.

13. QUALIFICATION FOR BOARD

13.01 A Person may be considered for election to the Board if he or she fulfills all of
the following qualifications:

(a) the Person must be a member in good standing of a Voting Member;

(b) the Person must be in full agreement with the Constitution of Plant
Canada;

(c) the Person must be at least eighteen (18) years of age;

(d) the Person must not be the Auditor or the spouse of the same.

13.02 The decision of a majority of the Board as to whether or not a Person meets
the above qualifications shall be final and binding.

13.03 Composition of the Board - The Board shall consist of not more than forty-
nine percent (49%) of Directors who are "related persons' for purposes of the
Income Tax Act of Canada.

14. NUMBER AND ELECTION OF DIRECTORS

14.01 The Board shall consist of the number of Directors specified in the Articles.
If the Articles provide for a minimum and maximum number of Directors, the
Board shall be comprised of the fixed number of Directors as determined
from time to time by the Members by ordinary Resolution or, if the ordinary
Resolution empowers the Directors to determine the number, by Resolution
of the Board. The number of Directors shall be at least sufficient to enable
each Voting Class Member to elect two (2) Directors to the Board. In the
event the Board admits one or more additional Societies Voting Class
Members, the number of Directors of the Corporation shall be increased to a
number sufficient to enable each such Class to elect two (2) Directors.

14.02 Each Voting Class Member shall have the right, as a Class, to elect two (2)
Directors to the Board of Directors. In addition to the qualifications set out in
Section 13.01, each candidate for election as a Director must be an
Individual who has been appointed by the Voting Class Member as its