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         (c) such Board Member is found to be mentally incompetent or of
                 unsound mind;

         (d) such Board Member becomes bankrupt;

         (e) such Board Member ceases to be a member of the Society that
                 elected such Board Member as a Director; or

         (f) such Board Member dies.

18.02 If any vacancies should occur for any reason as set out in Section 18.01
         where a Class of Voting Members has elected the Director, the remaining
         Director elected by that Class may fill the vacancy. In cases where the
         vacancy occurs and the Director was not elected by a Class of Voting
         Members, the Board, by a majority vote, may by appointment, fill the
         vacancy. A Director so appointed to fill the vacancy shall hold office for the
         unexpired term of the predecessor.

18.03 If the number of Board Members is increased during the year within the
         prescribed limit, a vacancy or vacancies shall thereby be deemed to have
         occurred, but the Directors shall not have the authority to fill such a


19.01 Notice of Meeting of Board of Directors - Notice of the time and place for the
         holding of a meeting of the Board shall be given in the manner provided in
         the section on giving notice of meeting of Directors of this By-law to every
         Director of Plant Canada not less than ten (10) days before the time when
         the meeting is to be held. If the meeting is held in an electronic form such as
         telephone or internet, notice shall be not less than twenty-four (24) hours
         before the time when the meeting is held. Notice of a meeting shall not be
         necessary if all of the Directors are present and none objects to the holding
         of the meeting, or if those absent have waived notice of or have otherwise
         signified their consent to the holding of such meeting. Notice of an
         adjourned meeting is not required if the time and place of the adjourned
         meeting is announced at the original meeting. Unless the By-law otherwise
         provides, no notice of meeting need specify the purpose or the business to
         be transacted at the meeting except that a notice of meeting of Directors
         shall specify any matter referred to in subsection 138(2) (Limits on Authority)
         of the Act that is to be dealt with at the meeting.

19.02 Regular Meetings of the Board of Directors- The Board may appoint a day
         or days in any month or months for regular meetings of the Board at a place
         and hour to be named. A copy of any resolution of the Board fixing the place
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