BY-LAW NO. 1
A by-law relating generally to
The transaction of the business and affairs of
CAPITAL RESERVE CANADA LIMITED
(hereinafter referred to as die "Corporation") DIRECTORS
Calling of and Notice of Meetings - Meetings of the board shall be held at such time and on such day as
the chairman of the board, president or a vice-president, if any, or any two directors may determine. Notice of
meetings of the board shall be given to each director not less than forty-eight hours before the time when the
meeting is to be held. Each newly elected board may without notice hold its first meeting for the purposes of
organization and the election and appointment of officers immediately following the meeting of shareholders at
which such board was elected, provided a quorum of directors be present.
Votes to Govern - At all meetings of the board every question shall be decided by a majority of the votes
cast on the question; and in case of an equality of votes the chairman of the meeting shall [not] be entitled to a
second or casting vote.
Quorum - A majority of the minimum number of directors specified in the Articles of the Corporation
shall constitute a quorum for the transaction of business at any meeting of directors.
Interest of Directors and Officers Generally in Contracts - No director or officer shall be disqualified
by his office from contracting with the Corporation nor shall any contract arrangement entered into by or on
behalf of the Corporation with any director of officer or in which any director or officer is in any way interested
be liable to be voided nor shall any director of officer so contracting or being so interested by liable to account to
the Corporation for any profit realized by any such contract or arrangement by reason of such director or officer
holding that office or of the fiduciary relationship thereby established; provided that the director or officer shall
have complied with the provisions