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(c) review and approve the operating and capital budgets as prepared by
Corporation.

11. NOTICE OF MEMBERS MEETING

11.01 Notice of Members Meeting - Notice of the time, place and purpose of a
Meeting of Members shall be given to each Member entitled to vote at the
meeting, being the Delegates of each Member, each Associate Member, the
Authorized Representative of each Associate Member, and the Auditor by one
of the following means:

(a) by mail, courier or personal delivery to each Member entitled to vote at
the meeting, during a period of 21 to 60 days before the day on which
the meeting is to be held; or

(b) by telephonic, electronic or other communication facility to each
Member entitled to vote at the meeting, during a period of 21 to 35 days
before the day on which the meeting is to be held.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special
Resolution of the Members is required to make any amendment to the By-laws
of the Corporation to change the manner of giving notice to Members who,
through their respective Delegates, are entitled to vote at a Meeting of
Members.

11.02 Waiver of Notice - A Member may waive notice of a Meeting of Members and
attendance of a Delegate or Authorized Representative of such Member at a
Meeting of Members shall constitute a waiver of notice of the Meeting, except
where such Delegate or Authorized Representative of such Member attends a
Meeting of Members for the express purposes of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called.

11.03 Annual Meeting of Members - The Annual Meeting of Members shall be held
each year at such times and places in Canada as determined by the Board for
the purposes of addressing all matters required to be considered in relation to
the programs of Plant Canada (herein called the "Annual Meeting of
Members"). The Annual Meeting of Members shall be held no later than
fifteen (15) months following the holding of the preceding Annual Meeting of
Members. The purpose of the Annual Meeting of Members is the following:

(a) receive necessary reports from the Board, Officers and Committees
and the Board;

(b) review and approve the financial statements for the immediately
preceding year, including the Auditor's report thereon;