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22. VACANCY IN OFFICE

22.01 The position of Officer shall be automatically vacated if any of the following
situations occur:

(a) such Officer resigns his or her office by delivery of a written
resignation to the Board;

(b) such Officer is found to be mentally incompetent or of unsound mind;

(c) such Officer becomes bankrupt;

(d) such Officer ceases to be a member in good standing of a Voting
Member or Associate Member;

(e) such Officer dies.

22.02 In the absence of a written agreement to the contrary, the Board may
remove, whether for cause or without cause, any Officer of Plant Canada.
Unless so removed, an Officer shall hold office until the earlier of:

(a) the Officer's successor being appointed;
(b) the Officer's resignation;

(c) such Officer ceasing to be a Director (if a necessary qualification of
appointment); or

(d) such Officer's death.

If the office of any Officer of Plant Canada shall be or become vacant, the
Directors may, by resolution, appoint a Person to fill such vacancy.

PART VI COMMITTEES

23. COMMITTEES

23.01 Committees of the Board of Directors - The Board may from time to time
appoint such Standing Committees, Ad Hoc Committees or other advisory
body, as it deems necessary or appropriate for such purposes and, subject to
the Act, 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. All Committees
shall be fully responsible to the Board of Directors.