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        (c) review and approve the operating and capital budgets as prepared by
                 the Board for the upcoming year;

        (d) elect Board and any Committee Members to be elected by the
                  Members for the upcoming year;

        (e) appoint the Auditor for the upcoming year; and

        (f) transact any other necessary business.

11.04 Annual Financial Statements - Not later than twenty-one (21) days before the
         Annual Meeting of Members, Plant Canada shalksend to the Members a copy
         of the comparative annual financial statements and other documents referred
         to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of
         a publication of Plant Canada reproducing the information contained in the
         documents. Instead of sending the documents, Plant Canada may send a
         summary to each Member along with a notice informing Members of the
         procedure for obtaining a copy of the documents themselves free of charge.
         Plant Canada is not required to send the documents or a summary to a
         Member who, in writing, declines to receive such documents.

11.05 Special Meetings - At the request of a majority of the Board or upon the
         written request of Members carrying not less than five percent (5%) of voting
         rights, Special Meetings of Members shall be called and convened within
         twenty-one (21) days of the request. If the Official Board does not call a
         meeting within twenty-one (21) days of receiving the request, any Member
         who signed the request for the meeting may call the meeting.

11.06 Notice re Financial Statements - Pursuant to Section 175(2) of the Act, Plant
          Canada shall give notice to Members in accordance with Section 11.01 of this
          By-law that the financial statements of Plant Canada, the Auditors report and
          such other financial information required to be provided to Members pursuant
          to the Act, are available at the Plant Canada office and on request any
          Member may obtain a copy free of charge.

11.07 Delegates- Voting Class Members shall be represented at all Membership
          Meetings by Delegates as defined in Section 1.01(n) who have been
          appointed by the members of the Society which is a Voting Member of Plant
          Canada. Each Voting Class Member shall be entitled to appoint two (2)
          Delegates who may attend any Membership Meetings of Plant Canada on
          behalf of the Voting Member.

11.08 Voting- Each Delegate shall have one (1) vote on matters coming before the
          Membership Meeting unless such Delegate declares a conflict of interest and
          abstains from the vote. In the event a Delegate of a Member cannot attend
          the Members Meeting, such Delegate cannot assign his or her vote to another
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