Enhance the growth of the provincial aerospace industry by acting as a watchdog, advocate and facilitator for BC companies seeking Canadian and international business opportunities.

• Accomplish things that companies are not willing or able to do individually

• Create awareness of business conditions in BC

• Act as a single point of reference for the aerospace industry

• Offer members opportunities for developing new business

• Deliver members value for money

• Continually develop the aerospace association

FORM 3

(Section 3)
SOCIETY ACT

CONSTITUTION OF
AEROSPACE INDUSTRY ASSOCIATION OF BRITISH COLUMBIA

1. The name of the Society is AEROSPACE INDUSTRY ASSOCIATION OF BRITISH COLUMBIA.
   
2. The purposes of the Society are:
   1. to coordinate, develop and promote the aerospace industry;
   2. to establish, operate and maintain an Aerospace Information Centre which will collect, assemble and distribute information of concern to the members such as market intelligence, forthcoming tenders and contracts, research, development and initiatives, government assistance programs and other relevant information;
   3. to establish, operate and maintain an Aerospace Resource Library;
   4. to benefit the aerospace industry by providing information and assistance regarding:
      1. marketing opportunities;
      2. bid/tender preparation;
      3. issues and problem solving;
      4. enhancing capabilities; and
   5. to provide membership services.
      
3. Additional to the foregoing and ancillary thereto the Society shall have the following powers, which powers may be altered by Special Resolution, namely:
   1. to receive funds and assets from the Government of British Columbia and from any other source and to apply in favour of any person, corporation or institution all or part of such funds and assets by gift, grant, investment, loan, or any other method for any activity or undertaking which in the opinion of the Directors will further the purposes of the Society;
   2. to acquire, hold, improve and maintain assets of every nature and kind including real property or any interest therein for the purposes of the Society;
   3. to enter into any contracts or arrangement with any person, corporation or institution, which may further the Society's purposes; and
   4. to do all other things as are incidental or conducive to the attainment of the purposes of the Society.
      
4. The affairs of the Society shall be conducted so as to promote the purposes of the Society and the Society shall not carry on activities for the purpose of the personal financial gain of its members. The provisions of this paragraph 4 shall be unalterable.
   
5. Upon the winding up or dissolution of the Society and after payment of all debts and liabilities, the remaining property of the Society shall be distributed or disposed of within one year to such organization or organizations as may be determined by The Ministry of Municipal Affairs, Recreation and Culture of the Province of British Columbia. The provisions of this paragraph 5 shall be unalterable.

DATED the 14 March 2002

SCHEDULE B
SOCIETY ACT

BY-LAWS OF
AEROSPACE INDUSTRY ASSOCIATION OF BRITISH COLUMBIA

1.  
   1. In these by-laws, unless the context otherwise requires,
      1. "directors" means the directors of the Society for the time being;
      2. "Society Act" means the Society Act, R.S.B.C. 1979 C. 390 from time to time in force and all amendments to it;
      3. "registered address" of a member means his address as recorded in the register of members.
   2. The definitions in the Society Act on the date these by-laws become effective apply to these by-laws.
      
2. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.
   

3. There are two types of members in the Society, the first being “Core” membership and applying to companies directly involved in aerospace manufacturing or services directly related thereto, and the second being “Associate” membership which applies to all other members.
   1. All members, whether “Core” or “Associate” will have the same rights, privileges and obligations within the Society.
      
4. A person may apply to the directors for membership in the Society and on acceptance by the directors shall be a member.
   1. The directors will determine at their discretion whether a member will be a “Core” member or an “Associate” member.
      
5. Every member shall uphold the constitution and comply with these by-laws.
   
6. The amount of the first annual membership dues shall be determined by the directors and after that the annual membership dues shall be determined at the annual general meeting of the Society.
   

7. A person shall cease to be a member of the Society:
   1. by delivering his resignation in writing to the secretary of the Society, or by mailing or delivering it to the address of the Society;
   2. on his death or in the case of a corporation on dissolution;
   3. on being expelled; or
   4. on having been a member not in good standing for 12 consecutive months.
      
8.  
   1. A member may be expelled by a special resolution of the members passed at a general meeting.
   2. The notice of special resolution for explosion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.
   3. The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
      
9. All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Society and he is not in good standing so long as the debt remains unpaid.
   

10. General meetings of the Society shall be held at the time and place, in accordance with the Society Act, that the directors decide.
    
11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
    
12. The directors may, when they think fit, convene an extraordinary general meeting.
    
13.  
    1. Notice of a general meeting shall be given to each member at least 14 days before the meeting and shall specify the place, day and hour of meeting, and, in case of an extraordinary general meeting, the general nature of any special business.
    2. The accidental ommission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
       
14. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and after that an annual general meeting shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
    

15. Special business is:
    1. all business at an extraordinary general meeting except the adoption of rules of order; and
    2. all business transacted at an annual general meeting, except:
       1. the adoption of rules of order,
       2. the consideration of the financial statements,
       3. the report of the directors,
       4. the report of the auditor, if any,
       5. the election of directors,
       6. the appointment of the auditor, if required, and
       7. such other business that, under these by-laws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.
16.  
    1. No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
    2. If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
    3. A quorum is 7 members present or a greater number that the members may determine at a general meeting.
       
17. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
    
18. Subject to by-law 19, the president of the Society, the vice-president, or in the absence of both, one of the other directors present, shall preside as chairman of a general meeting.
    
19. If at a general meeting
    1. there is no president, vice-president, or other director present within 15 minutes after the time appointed for holding the meeting; or
    2. the president and all the other directors present are unwilling to act as chairman, the members present shall choose one of their number to be chairman.
       
20.  
    1. A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
    2. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
    3. Except as provided in this by-law, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.
       
21.  
    1. No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.
    2. In case of an equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.
       
22.  
    1. A member in good standing present at a meeting of members is entitled to one vote.
    2. Voting is by show of hands.
    3. Voting by proxy is not permitted except where provided in Section 23 hereof.
       
23. Any corporation which is a member of the Society may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any general meeting of the Society. The person so authorized shall be entitled to exercise in respect of and at such meeting the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Society personally present, including, without limitation, the right, unless restricted by such resolution, to appoint a proxyholder to represent such corporation, and shall be counted for the purpose of forming a quorum if present at the meeting. Evidence of the appointment of any such representative may be sent to the Society by written instrument, telegram, telex, facsimile or any method of transmitting legibly recorded messages. Notwithstanding the foregoing, a corporation which is a member of the Society may appoint a proxyholder.
    

24. The interim directors of the Society shall be the applicants for incorporation who shall be the first directors listed on the list of first directors filed with the Registrar of Companies for British Columbia at the time of incorporation of the Society. The interim directors shall, within a time period which they deem reasonable and practical, appoint the first directors from the members. The term of the interim directors shall expire upon the appointment of the first appointed directors. The interim directors are eligible for appointment as first directors. The first officers shall be appointed by the first directors.
    
25.  
    1. The directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these by-laws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to:
       1. all laws affecting the Society;
       2. these by-laws; and
       3. rules, not being inconsistent with these by-laws, which are made from time to time by the Society in general meeting.
    2. No rule, made by the Society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.
       
26.  
    1. The president, vice-president, secretary, treasurer and one or more other persons shall be the directors of the Society.
    2. The number of directors shall be 5 or a greater number determined from time to time at a general meeting, and shall include the president, vice-president, secretary and treasurer.
    3. All directors must be “Core” members of the Society, with the exception of one position which must be filled by an “Associate” member unless no Associate member candidates are nominated.
    4. The directors, at their discretion, may allow an Associate member to occupy a position reserved for a Core member.
27.  
    1. The directors shall retire from office at each annual general meeting when their successors shall be elected.
    2. Separate elections shall be held for each office to be filled.
    3. An election may be by acclamation, otherwise it shall be by ballot.
    4. If no successor is elected the person previously elected or appointed continues to hold office.
       
28.  
    1. If a director resigns his office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director.
    2. A director so appointed holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re-election at the meeting.
    3. No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.
       
29. The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office.
    
30. No director shall be remunerated for being or acting as a director, but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society provided that the directors shall be entitled to remunerate a director for other services provided to the Society.
    

31.  
    1. The directors may meet together at the places they think fit to despatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
    2. The directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the directors then in office.
    3. The president shall be chairman of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice-president shall act as chairman; but if neither is present the directors present may choose one of their number to be chairman at that meeting.
    4. A director may at any time, and the secretary, on the request of a director, shall, convene a meeting of the directors.
       
32.  
    1. The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.
    2. A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.
    3. A committee shall elect a chairman of its meetings; but if no chairman is elected, or if at a meeting the chairman is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to be chairman of the meeting.
    4. The members of a committee may meet and adjourn as they think proper.
       
33. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly-elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
    
34. A director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, telex, or cable, of any meeting of the directors and may, at any time, withdraw the waiver, and until the waiver is withdrawn,
    1. no notice of meeting of directors shall be sent to that director, and
    2. any and all meetings of the directors of the Society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.
       
35.  
    1. Questions arising at a meeting of the directors and committee of directors shall be decided by a majority of votes.
    2. In case of an equality of votes the chairman does not have a second or casting vote.
       
36. No resolution proposed at a meeting of directors or committee of directors need be seconded and the chairman of a meeting may move or propose a resolution.
    
37. A resolution in writing, signed by all the directors and placed with the minutes of the directors is as valid and effective as if regularly passed at a meeting of directors.
    

38.  
    1. The president shall preside at all meetings of the Society and of the directors.
    2. The president is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.
       
39. The vice-president shall carry out the duties of the president during his absence.
    
40. The secretary shall:
    1. conduct the correspondence of the Society;
    2. issue notices of meetings of the Society and directors;
    3. keep minutes of all meetings of the Society and directors;
    4. have custody of all records and documents of the Society except those required to be kept by the treasurer;
    5. have custody of the common seal of the Society; and
    6. maintain the register of members.
       
41. The treasurer shall
    1. keep the financial records, including books of account, necessary to comply with the Society Act; and
    2. render financial statements to the directors, members and others when required.
       
42.  
    1. The offices of secretary and treasurer may be held by one person who shall be known as the secretary-treasurer.
    2. When a secretary-treasurer holds office the total number of directors shall not be less than 5 or the greater number that may have been determined from time to time.
       
43. In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.
    

44. The directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
    
45. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or president and secretary-treasurer.
    

46. Investing monies of the Society, the Directors shall not be restricted to securities permitted by law to a trustee but may invest such monies in such manner and in such securities, properties and investments as the Directors in their absolute discretion deem in the best interests of the Society with liberty to vary and transpose the same from time to time.
    

47. In order to carry out the purposes of the Society the directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner as they decide, and, in particular but without limiting the generality of the foregoing, by the issue of debentures.
    
48. No debenture shall be issued without the sanction of a special resolution.
    
49. The members may by special resolution restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.
    

50. This Part applies only where the Society is required or has resolved to have an auditor.
    
51. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.
    
52. At each annual general meeting the Society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.
    
53. An auditor may be removed by ordinary resolution.
    
54. An auditor shall be promptly informed in writing of appointment or removal.
    
55. No director and no employee of the Society shall be auditor.
    
56. The auditor may attend general meetings.
    
57. The financial records of the Society shall be audited at least once every fiscal year, each fiscal year commencing April 1 and ending on March 31.
    

58. A notice may be given to a member either by mail, delivered by hand, or communicated by telex or telecopier to him at his registered address.
    
59. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
    

60. On being admitted to membership, each member is entitled to and the Society shall give him, without charge, a copy of the constitution and by-laws of the Society.
    
61. These by-laws shall not be altered or added to except by special resolution.

DATED the 14 March 2002