P. 13

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(d) to prescribe such Rules and Regulations not inconsistent with this
        General Operating By-law relating to the management and operations
        of Plant Canada as the Board determines appropriate; and

(e) to generally exercise such power and to do such other acts and things
        as Plant Canada is by its Articles of Incorporation, the Act, By-laws, or
        otherwise authorized to exercise and do by law.

17.03 Board Report - The Board shall, through the President of the Board, report
          to the Membership at the Annual Membership Meeting. At the said Meeting,
          the President of the Board shall be available to answer any questions by
          Members and to entertain any motion arising from the floor concerning the
          proceedings of the Board.

17.04 No Remuneration - The Board Members shall serve as such without

remuneration and no Board Member shall directly or indirectly receive any

profit from their position as such, nor shall any Board Member receive any

direct or indirect remuneration from Plant Canada, provided that the Board

Member may be paid for reasonable expenses incurred by the Board

Member in the performance of the Board Member's duties.  '

17.05 Conflict of Interest - No Board Member shall place himself in a position
          where there is a conflict of interest between the Board Member's duties as a
          Board Member and such Individual's other interests. Everyone who is in
          any way directly or indirectly interested in or may become interested in a
          material way in an existing or proposed contract, transaction or arrangement
          with Plant Canada shall declare their conflict of interest fully at a meeting of
          the Board and shall withdraw from any discussion or vote thereon

17.06 Financial Disclosure- The Board Members shall place before the Members
          at every Annual Members Meeting the prescribed comparative financial
          statements that comply with the provisions of the Act or its Regulations
          together with the report of the Auditor, who shall be a Public Accountant.


18.01 The position of a Board Member shall be automatically vacated if any of the
         following situations occur:

(a) such Board Member resigns his or her position as a Board Member by
       delivery of the written resignation to the Chair of the Board;

(b) such Board Member no longer fulfills all the qualifications of a Board
        Member as set out in Section 13.01;
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