TELECOMMUNAUTES CANADA INC. TELECOMMUNITIES CANADA INC. BYLAW #1 CORPORATE SEAL The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation. CONDITIONS OF MEMBERSHIP (Proposed amendment March 18, 2001 - see Bylaw #2) There are two categories of members: Ordinary membership, with full privileges, is limited to Canadian electronic community network organizations which: - operate on a not-for-profit basis; - have their legal membership open to every citizen of their community; - provide equitable access to all citizens in their community; - encourage exchange, publication and access to the broadest possible range of information of interest to the community; and - endeavour to create connections with other computer based networks and to allow the free and interactive flow of information between different communities; and - whose membership application has been approved from time to time by the board of directors. Non-voting honorary membership is open to any persons or organizations as admitted by the board of directors. The membership term shall be one year. Membership fees payable by each ordinary member shall be determined from time to time by the board of directors of the corporation. Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the secretary of the corporation. Any member may be required to resign by a vote of three-quarters (3/4) of the members at a general meeting of members duly called with that matter on the agenda. HEAD OFFICE Until changed in accordance with the Act, the Head Office of the corporation shall be in Ottawa, Ontario. BOARD OF DIRECTORS The property and business of the corporation shall be managed by a board of 7 directors of whom 4 shall constitute a quorum. The applicants for incorporation shall become the first directors of the corporation and their term of office on the board of directors shall continue until their successors are elected. The Directors shall be elected for a term of two years, except in the case of the first General Meeting where the four candidates with the highest total of votes shall be elected for a two year term and the remaining three candidates shall be elected for a one year term. The office of director shall be automatically vacated: - if a director has resigned their office by delivering a written resignation to the secretary of the corporation; - if a director is found by a court to be of unsound mind; - if a director becomes bankrupt; - if at a special general meeting of members duly called with that matter on the agenda, a resolution is passed by two-thirds of the members present at the meeting that a director be removed from office; or - if a director dies; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy until the next General Meeting. Meetings of the board of directors may be held at any time to be determined by the directors provided that 24 hours notice of such meeting shall be given by electronic mail or otherwise to each director. There shall be at least one (1) meeting per year of the board of directors. A director participating in a board or committee meeting electronically is deemed to be present at the meeting. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote. It is understood that any decisions of the board of directors can be adopted by written resolutions, and that those written resolutions can be in electronic format. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from a director position as such; provided that a director may be paid reasonable expenses incurred by them in the performance of their duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefore. The board or directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment. A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. INDEMNIFICATION OF DIRECTORS AND OFFICERS Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against: - all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office or in respect of any such liability; - all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default. ELECTION OF DIRECTORS The election of directors shall be as follows: - 60 days prior to each General Meeting the Board shall form an election committee. - The election committee shall accept and solicit nominations and distribute to the members a report which shall consist of a list of candidates and a biography of each candidate at least fourteen days prior to the date of the election. - If, after the election committee presents its report at the opening of the General Meeting, there are insufficient candidates nominated to fill the vacancies on the Board of Directors, the floor shall be open for additional nominations. - After the close of nominations the election committee shall prepare a ballot. If facilities are available for copying the ballot shall consist of a list of all of the nominated candidates in alphabetical order. Otherwise the ballot shall consist of a sheet of paper labelled "Telecommuautes Canada Telecommunities - Ballot Paper" with space for the required number of names. Depending on the form of ballot used members shall vote by marking an "X" beside a candidate's name or writing down the name of the candidate. - Members shall be entitled to vote for any number of candidates to a maximum of the number of vacancies. A ballot with more than the maximum number shall be a spoiled ballot. - The election committee shall count the ballots. In the event of a disputed ballot the ruling of the chair of the election committee shall be final. - Where it is necessary to resolve an equality of votes between candidates, the decision will be be made by the general assembly of voting members. POWERS OF DIRECTORS The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe. The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation. OFFICERS The officers of the corporation shall be president and secretary who shall be members of the board of directors. Officers shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members in which the directors are elected. The officers of the corporation shall hold office until their term of office as directors has expired and shall be subject to removal by resolution of the board of directors at any time. DUTIES OF OFFICERS The president shall be the chief executive officer of the corporation. The president shall preside at all meetings of the board of directors. The president shall be responsible for the general and active management of the affairs of the corporation. The president shall see that all orders and resolutions of the board of directors are carried into effect. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out the affairs of the corporation generally under the supervision of the president and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, all shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall be custodian of the seal of the corporation which they shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution. The directors may, at the request of the secretary, engage assistants to perform any of the above duties for which the secretary needs assistance. EXECUTION OF DOCUMENTS Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by the president and the secretary and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint any person on behalf of the corporation to sign specific contracts, documents and instruments in writing. MEETINGS The annual or any other general meeting of the members may be held at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The chairman of such meetings shall be appointed by the board of directors. Each member can appoint one delegate as a representative at the general meeting of members, each delegate representing one and only one member. Each delegate will have the right to intervene in the debates and will have a right to vote. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president shall have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written requisition of not less one-third of the members. A majority of the members, present or represented, will constitute a quorum. Twenty-one (21) days' written notice shall be posted electronically or otherwise to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his electronic mail address then recorded on the books of the corporation. VOTING OF MEMBERS At all meetings of members of the corporation, every question shall be determined by a majority of votes of those taking part unless otherwise specifically provided by statue or by these bylaws. The chair of the meeting shall not vote except in the case of an equality of votes. The board of directors will appoint, from time to time, a general attorney who will exercise the right of vote of all the members who will have provided a written power of attorney prior to the meeting. During each general meeting, the general attorney will hold a realtime electronic conference with members so represented and will vote as directed by them. Represented members will not have the right to vote on procedural matters at the assembly and on decisions declared of minor importance by the chairman of the meeting. A standard power of attorney form, for this purpose, must be attached to the notice of the meeting. FINANCIAL YEAR Unless otherwise ordered by the board of directors, the fiscal year-end of the corporation shall be December 31. COMMITTEES The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix any remuneration to be paid. AMENDMENT OF BY-LAWS The bylaws of the corporation may be repealed or amended by bylaw enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said bylaw, provided that the repeal or amendment of such bylaws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained. AUDITORS The members shall, at each annual meeting, appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors. BOOKS AND RECORDS The directors shall see that all necessary books and records of the corporation required by the bylaws of the corporation or by any applicable statute or law are regularly and properly kept. NEW BYLAWS The board of directors may prescribe such new bylaws not inconsistent with existing bylaws as they deem expedient, effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect. INTERPRETATION In these bylaws and in all other bylaws of the corporation hereafter passed unless the context otherwise requires, words, importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.