CANADIAN INVESTOR RELATIONS INSTITUTE
INSTITUT CANADIEN DE RELATIONS AVEC LES INVESTISSEURS
("CIRI")
BYLAW NO. 2

Enacted May 18, 1999

A bylaw amending certain provisions of Bylaw No. 1

2.9 Nominating Committee
There shall be a nominating committee appointed annually by the Board comprised of the Chairperson, Past Chairperson and the presidents of each Chapter (the "Nominating Committee"). It is the function of the Nominating Committee to prepare a slate of names of eligible Regular Members, based on guidelines provided by the Board, who have consented to seek election to the Board and to serve if elected. The Nominating Committee shall provide the Secretary with the slate of nominees each year. The Secretary shall prepare the slate of names of eligible Regular Members who have been approved by the Board for election as directors and shall present the slate to Regular Members, as well as other business coming before the meeting requiring a vote, in accordance with sections 8.4 and 8.5, at least 14 days prior to the annual meeting of Members.

5.14 Proxies
Votes at meetings of the Members may be given either personally or by proxy. At every meeting at which a Regular Member is entitled to vote, every Regular Member and/or person appointed by proxy to represent one or more Regular Members who is present in person shall have one vote. A proxy shall be executed by the Regular Member and received by the Secretary of CIRI no later than 4:00 p.m. two (2) days prior to the scheduled date of the meeting. A proxy shall be in writing sent by prepaid mail or by facsimile or other electronic means, as the Board may in its discretion determine, addressed to the Secretary of CIRI. A person appointed by proxy must be a Regular Member.