BY-LAWS OF TELECOMMUNAUTEES CANADA TELECOMMUNITIES INC. CORPORATE SEAL 1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation. CONDITIONS OF MEMBERSHIP 2. Membership in the corporation shall be limited to members, of incorporated Canadian freenet organizations, three to be appointed by each individual board. 3. There shall be an initial fee and an annual membership fee payable by each freenet organization to be determined at each annual meeting of the board of directors of the corporation. 4. 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. 5. When any member withdraws, his or her member organization shall appoint a person to fell the vacancy in the corporation. 6. Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting. HEAD OFFICE 7. Until changed in accordance with the Act, the Head Office of the corporation shall be at Carleton University in the Regional Municipality of Ottawa-Carleton, Province of Ontario. BOARD OF DIRECTORS 8. The property and business of the corporation shall be managed by a board of a minimum of seven (7) directors to a maximum of fifteen (15) directors of whom four (4) shall constitute a quorum. Directors must be individuals, 18 years of age, with power under law to contract. Directors must be members. 9. The applicants for incorporation shall become the first directors of the corporation whose term of office on the board of directors shall continue until their successors are elected. At the second meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the corporation. 10. The Directors shall be elected for a term of three years. However, to provide for a rotation, the three directors receiving the most votes shall be elected for three years, the two receiving the next highest number of votes shall be elected for two years and the two receiving the next highest votes will be elected for one year. Thereafter, the term shall be three years. They shall be elected each year by the members at an annual general meeting of members. 11. The office of director shall be automatically vacated: a. if a director has resigned their office by delivering a written resignation to the secretary of the corporation; b. if a director is found by a court to be of unsound mind; c. if a director becomes bankrupt or suspends payment or compounds with his creditors; d. if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that a director be removed from office; e. on death; 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. 12. Meetings of the board of directors may be held by electronic mail at any time to be determined by the directors provided that 24 hours notice of such meeting shall be given by electronic mail 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. 13. 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 therefor. 14. 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. 15. A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. INDEMNITIES TO DIRECTORS AND OTHERS 16. 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: a. 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; b. 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. EXECUTIVE COMMITTEE 17. The board of directors may appoint an Executive Committee for such purposes and with all such powers as the board of directors may determine from time to time. Meetings of the Executive Committee may be held at any time and place to be determined by the executive committee members provided that 24 hours written notice of such meeting shall be given to each executive committee member. There shall be at least one (1) meeting per year of the Executive Committee. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any executive committee 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. Each executive committee member is authorized to exercise one (1) vote. POWERS OF DIRECTORS 18. 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. 19. 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 or executive committee 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. 20. 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 21. The officers of the corporation shall be a president, first vice-president, second-vice president, secretary and treasurer and any such other officers as the board of directors may by by-law determine. Officers shall be members of the board of directors. Any two officers may be held by the same person. 22. 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. 23. 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 24. The president shall be the chief executive officer of the corporation. The president shall preside at all meetings of the corporation and of the board of directors. The president shall have 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. 25. The first vice-president and second vice president, consecutively, shall, in the absence of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon them by the board of directors. 26. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the board of directors from time to time. The treasurer shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. The treasurer shall also perform such other duties as may from time to time be directed by the board of directors. The directors may, at the request of the treasurer, engage an accountant to perform any of the above duties which the treasurer is unable to perform. 27. 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 officers thereof 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. 28. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them. EXECUTION OF DOCUMENTS 29. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two officers 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 an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation's power of attorney to any registered dealer in securities for the purposes of the transferring and dealing with any stocks, bonds, and other securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors. MEETINGS 30. The annual or any other general meeting of the members may be held electronically or at the head office of the corporation or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. 31. 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 or either vice-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 members carrying not less than 5% of the voting rights. One third of the members taking part in a meeting will constitute a quorum. 32. Fourteen (14) days' written notice shall be posted electronically 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. 33. 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 recorded on the books of the corporation. VOTING OF MEMBERS 34. 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 by-laws. FINANCIAL YEAR 35. Unless otherwise ordered by the board of directors, the fiscal year-end of the corporation shall be December 31. COMMITTEES 36. 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 37. The by-laws of the corporation may be repealed or amended by by-law 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 by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained. AUDITORS 38. 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 39. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept. RULES AND REGULATION 40. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation 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 41. In these by-laws and in all other by-laws 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.