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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


23.01  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.
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