NEW BRUNSWICK WABANAKI INC.

BY-LAW NO. 2

A by-law relating generally to the conduct of the affairs of New Brunswick Wabanaki Inc.

BE IT ENACTED and it is hereby enacted as a by-law of New Brunswick Wabanaki Inc. (hereinafter called the "Corporation") as follows:

HEAD OFFICE

1.The head office of the Corporation shall be in the City of Fredericton, in the County of York, and Province of New Brunswick and at such place therein as the directors of the Corporation may from time to time by resolution determine.

CORPORATE SEAL

2.The seal, an impression of which is stamped in the margin hereof, shall be the seal of the Corporation.

BOARD OF DIRECTORS

3.Following the election of the permanent directors, the affairs of the Corporation shall be managed by a board of nine directors of whom five shall be a quorum for the transaction of business.

4.Directors shall be chosen as follows:

a)One director of the New Brunswick Aboriginal Peoples Council named by that Council shall be, by virtue of that nomination, a director of the Corporation and shall continue as a director without election, for a term not exceeding two years, until his or her successor is nominated by the New Brunswick Aboriginal Peoples Council or he or she ceases to be a director of the New Brunswick Aboriginal Peoples Council;

b)Youth director shall be elected by the general membership in attendance at the Annual Membership meeting.He/She must be between the years of 19-24 to qualify as a director.He/She shall be elected to a two year term.

c)The remaining seven members of the Board of Directors shall be elected by the members at the Annual Meeting.These directors at large can represent any of the New Brunswick Aboriginal Peoples Council's locals.

d)The Directors at large will be elected by the membership at the Annual Meeting. The Directors at large elected with the four highest vote count recorded shall serve a two term.The remaining three other Directors elected will serve a one year term and in 1994 these three Director's position shall be elected to a two year term and thereafter.

e)Resumes of nominated candidates for directorships from locals must be submitted to the New Brunswick Aboriginal Peoples Council ninety days prior to the Annual Membership meeting effective from the 1993 Annual General Meeting and thereafter.

f)So long as a quorum of directors remains in office, any vacancy occurring in the board of directors may be filled by such directors as remain in office, and a director so appointed shall hold office for the unexpired terra of the vacating director;

g)Notwithstanding the foregoing rules as to appointment and election of directors, not more than two members of the board of directors of the New Brunswick Aboriginal Peoples Council shall at any one time be directors of the Corporation and the Chairman of the Corporationshall make such directives as he considers necessary to deal with vacancies arising as a result of the application of this paragraph 4(g);

h)Retiring directors may be re-elected.

5.No person may be a director if he is not of aboriginal descent, or if he is under the age of nineteen years, or if he is of unsound mind and has been so found by a court in Canada or elsewhere, or if he has the status of bankrupt. A person appointed or elected as a director must at the time of his appointment or election or within one week thereafter be or become a member.

6.A director ceases to hold office when

a)he dies or resigns;

b)he is removed by resolution of the members passed by a 2/3rds majority at a meeting called for that purpose;

c)he ceases to be qualified in accordance with section 4 or section 5, above; or

d)he has failed to attend three consecutive regular meetings of the board.

7.Election of directors shall be by ballot. A retiring director shall remain in office until the termination of the Meeting at which his successor is elected.

8.Meetings of the board of directors may be held at any place within or outside the Province of New Brunswick, no formal notice being required if all the directors are present or if the directors absent have signified their consent to such meeting. In other cases directors' meetings may be formally called by the President, or by any two directors, or by the Secretary on the direction of the President or any two directors. Notice of such meeting shall be delivered to each director to his address shown on the Corporation's registers not less than seven days before the meeting is to take place.

9.The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the board fixing the time and place of regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting.

10.For the first meeting of the board of directors to be held immediately following the election of directors at an annual or special general meeting of members or for a meeting of the board of directors at which a director is appointed to fill a vacancy on the board, no notice of such meeting shall be necessary to the newly elected or appointed director or directors in order legally to constitute the meeting, provided a quorum of the directors is present.

11.Questions arising at any meeting of directors shall be decided by a majority of votes. In the event of an equality of votes, the Chairman of the meeting, in addition to his original vote, shall have a second or casting vote.

12.A director may participate in any meeting of the board of directors by means of telephone or other communications facilities that permit all persons participating in the meeting to hear one another and a director participating in a meeting by those means shall be deemed to be present at that meeting.

REMUNERATION and

PROTECTION OF DIRECTORS

13.The remuneration to be paid the directors shall be such as the board shall from time to time determine, and, in the absence of any agreement to the contrary, such remuneration shall be in addition to the salary paid to any officer of the Corporation who is also a member of the board. The directors may also by resolution award special remuneration to any directors undertaking any special services on behalf of the Corporation other than the routine work ordinarily required of a director by the Corporation and the confirmation of, any such resolution or resolutions by the members shall not be required; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity than as a director and receiving compensation therefore. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation

14.Each and every director of the Corporation shall assume office on the express understanding, agreement and condition that very director of the Corporation and his heirs, executors, administrators, 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, losses, charges and expenses whatsoever that such director sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him in or about the execution of the duties of his office; and also from and against all other cost, losses, charges and expenses whatsoever, including travelling expenses, that he sustains or incurs in or about or in relation to the affairs of the Corporation except such costs, losses, charges or expenses as are occasioned by his own willful neglect or default.

15.Each member upon being admitted to membership shall be deemed to have released, discharged and waived and does hereby release, discharge and waive any action, suit, proceeding or claim against a director that he may thereafter have arising out of any matter in respect of which the director is purportedly indemnified by the foregoing section 14.

16.No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee of the Corporation or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be placed out or invested or insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatsoever that may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own willful neglect or default.

17.The directors of the Corporation are hereby authorized from time to time to give indemnities to any director or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it. Any action from time to time taken by the board under the authority of this by-law shall not require approval or confirmation by the members.

18.The Corporation may enter into contracts and transact business with one or more of its directors or officers, or with any firm of which one or more of its directors or officers are members or employees, or with any other corporation or association of which one or more of its directors or officers are shareholders, directors, officers or employees. Such contracts or transactions shall not be invalidated or in any way affected by the fact that such director or directors or officer of officers have or may have interests therein which are or might be adverse to the interest of the Corporation, provided, however, that in any such case the fact of such interest shall be disclosed to the other directors or shareholders acting upon or in reference to such contract or transaction.

19.A general notice that a director or officer is a member, officer or shareholder of any specified firm, syndicate or association or company, an is to be regarded as interested in all transactions with that firm or syndicate or association or company shall be a sufficient disclosure in respect to such director or officer and the said transactions and after such general notice it shall not be necessary for the said director or officer to give special notice of any particular transaction with that firm or syndicate or association or company.

20.A director of the Corporation may be or become a shareholder or a director of any company in which the Corporation may be interested as vendor to, purchaser from, shareholder in or otherwise and no such director shall be accountable for any benefits received, by him or by such company in respect of any such transaction.

OFFICERS

21.There shall be a President, Vice-President, Secretary and Treasurer and such other officers as the board of directors may by resolution appoint. More than one office may be held by one person.

22.The officers shall be appointed by the board of directors at the first meeting of the board of directors after the annual election of directors. Officers need not be active members of the Corporation or members of the board of directors, and may be appointed by resolution of the board of directors from time to time.

23.The President shall, when present, be Chairman at all meetings of the Corporation and of the board of directors.

24.The Vice-President shall be vested with all the powers and shall perform all the duties of the Vice-chairman if the President is absent or unable to or refuses to act as the Chairman.

25.The Secretary shall be, by virtue of his office, clerk of the board of directors; he shall attend all sessions of the board and record all facts and minutes of all proceedings in the books kept for that purpose, he shall be the custodian of the seal of the Corporation, and he shall be, by virtue of his office, secretary of special and annual meetings of the directors and members. The Secretary or such other officer or agent as nay be specially charges with the duty shall keep, or cause to be kept a book or books wherein shall be kept recorded:

a)a copy of the Letters Patent incorporating the Corporation and of any supplementary Letters Patent, and of the preliminary memorandum of agreement and of all the by-laws of the Corporation;

b)the names alphabetically arranged of all persons who are or have been Members of the Corporation;

c)the address and calling of every such person while a member, as far as can be ascertained;

d)the membership fees paid in and remaining unpaid respectively for each member;

e)the names, addresses and callings of all persons who are or have been directors of the Corporation, with the several dates at which each became or ceased to be a director; and

f)the minutes of all meetings of members and of the board of directors.

26.The Treasurer shall be, by virtue of his office, Assistant Secretary and shall be vested with all the powers and shall perform all the duties of the Secretary in the event of the absence or inability or refusal to act of the Secretary. The Treasurer shall review the corporation's banking and general financial business and the preparation of financial statements annually and as required by the board of directors.

27.The President shall be the chief executive officer of the Corporation with power to delegate to the other officers, and shall be responsible as such to the board of directors. The President shall supervise the Secretary and Treasurer in the fulfillment of their duties and shall ensure that full and accurate accounts are kept of receipts, disbursements, funds and investments of the Corporation, shall be responsible for supervision of the Corporation's banking and general financial business and for the preparation of monthly and annual financial statements and as otherwise required by the board of directors.

28.The duties and terms of employment of such other officers as the board of directors may by resolution appoint shall be determined by resolution of the board of directors.

COMMITTEES

29.The board of directors may from time to time establish and appoint: the members of committees to which may be delegated specified functions of the board of directors.

29.1 A nominating committee may be established by the board of directors for the purpose of receiving the names of persons interested in sitting on the board of directors. The composition, powers and obligations of the nominating committee are set out in the Corporation's policy concerning the election of directors.

30.Any officer shall cease to hold office and any member of any committee shall cease to be a member of that committee upon resolution of the board.

31.Minutes shall be kept for all meetings all committees, and the minutes of the meetings of a committee shall be tabled at the next meeting of the directors.

32.Unless the board of directors have appointed a chairman and a secretary for the committee, each committee shall annually elect from their number a chairman and a secretary and the chairman of any committee, in the event of an equality of votes, shall have, in addition to his original vote, a second or casting vote.

MEMBERSHIP

33.There shall be the following classes of membership and each class of membership shall be entitled to the rights hereinafter set forth.

a)active members - An applicant for active membership must be at least nineteen years of age and be a person of aboriginal ancestry eligible for membership in the New Brunswick Aboriginal Peoples Council.

b)delegate members - Each local of the New Brunswick Aboriginal Peoples Council may elect up to ten (10) active members to represent the active members of that Local as delegate members and such election shall be decided by the votes of the majority of the active members who are also members of the Local and who cast votes in the election. The election of delegate members shall be conducted annually in such manner and in accordance with such rules as the board of directors of the Corporation may from time to time determine.

c)associate members - An applicant for associate membership must be at least nineteen years of age or a duly incorporated corporation, and be interested in the objects of the Corporation.

d)honourary members - The board of directors may from time to time appoint individuals to the position of honourary members.

34.Only delegate members shall be entitled to receive notices of meetings of the members of the Corporation and to vote at such meetings. Any reference in this bylaw to a meeting of the members or a meeting of the Corporation or a decision or other action to be taken by the members subsequent to the enactment of this bylaw shall be deemed to be a reference to a meeting at which only 'delegate members have the right to vote or a decision or action taken by such delegate members.

35.Active members may attend any meeting of the members of the Corporation but they shall not: as such have any vote; associate members and honourary members may, upon the Invitation of the board of directors, attend a meeting of the members of the Corporation, but they shall not as such have any vote.

36.Membership in the Corporation may not be transferred or assigned.

37.Upon receipt "of a notice from any Local of the New Brunswick Aboriginal Peoples' Council stating the names of duly qualified persons who are to be its delegate members the Secretary shall substitute such names on the register for the names of any prior delegate members for such Local.

38.Upon receipt of a request that a prospective member other than a delegate member be made a member of the Corporation, the Secretary shall file the request and at the next meeting of the board of directors bring the request to the attention of the board. The board may by resolution direct that the Secretary add the name of the prospective member to the Corporation's register as a member in the appropriate category of membership.

39.Membership in the Corporation shall be vacated if by notice in writing to the Corporation accepted by resolution of the directors the member resigns, and the Secretary shall remove the name of the member from the Corporation register.

40.The name of a member may be removed from the corporation register upon the passing of a resolution by at least two-thirds of the votes cast at a special general meeting of the members of the Corporation duly called for considering the same.

ANNUAL AND SPECIAL GENERAL MEETINGS OF MEMBERS

41.The annual meeting of members shall be held in the Province of New Brunswick at such time and place as may be determined by resolution of the directors.

42.A special general meeting of members of the Corporation shall be held for the transaction of business whenever the board of directors instruct the Secretary to call a special general meeting.

43.No public notice or advertisement of members' meetings, annual or special, shall be required but notice of the time and place and purpose of such meetings shall be mailed by regular post to each delegate member to his address stated in the Corporation's register not less than twenty days before the meeting is to take place.

43.1 Notwithstanding section 43 where the business to be conducted at an annual or special general meeting includes a proposal to amend the by-laws or constitution of the Corporation notice of the time and place and purpose of such proposed change shall be mailed by regular post to each delegate member to his address stated in the Corporation's register not less than thirty days before the meeting is to take place.

44.At all meetings of members each delegate member shall be entitled to one vote.Delegate members may not vote by proxy.

45.At all meetings of members every question shall be decided in the first instance by a show of hands of the delegate members unless a secret ballot be demanded by any delegate member.

46.Upon a show of hands every delegate member present shall have one vote and, unless a secret ballot be demanded, a declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minute book of the Corporation shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The results of such show of hands as declared by the Chairman shall be deemed the decision of the Corporation in general meeting upon the matter in question.

47.The demand for a secret ballot may be withdrawn, but if a secret ballot be demanded and not withdrawn, the question shall be decided by a majority of the delegate members present in person and such secret ballot shall be taken in such manner as the Chairman shall direct and the results of such secret ballot as declared by the Chairman shall be deemed the decision of the Corporation in general meeting upon the matter in question.

48.In the event of an equality of votes, the chairman of the meeting, in addition to this original vote, shall have a second or casting vote.

MISCELLANEOUS

49.Any procedural question arising in respect of meetings of the members, the board or any committee that is not otherwise provided for in the letters patent or these bylaws and not settled by the decision of the majority at the meeting may, at the option of the chairman of the meeting, be resolved by reference to the most recent available edition of Wainberg's Company Meetings Including Rules of Order, by J.M. Wainberg which resolution of the matter shall be binding on all concerned.

50.Unless otherwise provided by resolution of the board of directors, all contracts, documents or instruments in writing that require execution by the Corporation shall be executed by the signatures of any two of the following: the President, the Vice-President, the Secretary and the Treasurer; provided that if any office holds more than one office he may sign only once.

51.The Corporation's bank accounts shall be kept in such bank: or banks or trust companies as the directors may from time to time determine and the operation of such bank accounts shall be regulated by the board of directors as they may from time to time determine.

52.The board of directors may by resolution appoint any agent or solicitor to represent the Corporation on any particular occasion or in respect of any natter whatsoever.

53.Every member of the board of directors of the Corporation shall also serve, as a director of the Wabanaki Management Corp.

54.The fiscal year of the Company shall end on such day in each year as the directors by resolution determine. The annual meeting shall from time to time appoint a firm of public accountants to act as auditors of the Corporation.

BORROWING POWERS OF DIRECTORS

55.The directors of the Corporation may from time to time without sanction of the members:

a)borrow money upon the credit of the Corporation in such amounts and upon such terms as may be deemed necessary;

b)limit or increase the amount to be borrowed;

c)issue bonds, debentures or other securities of the Corporation, and pledge or sell the same for such sums and at such prices as may be deemed expedient;

d)hypothecate, mortgage, or pledge the real or personal property rights and powers, undertaking, franchise and book debts of the Corporation to secure any such bonds, debentures, or other securities or any liability of the Corporation, and

e)invest, loan or otherwise deal with the monies or other property of the Corporation not immediately required in such manner as they may from time to time determine.

56.The directors of the Corporation are authorized and empowered to borrow money and obtain advances upon the credit of the Corporation from any bank in Canada or elsewhere at such times and in such sums as they in their discretion think necessary for the due carrying on from time to time of the business of the Corporation, either by discounting or causing to be discounted with such bank from time to time negotiable papers, made, drawn, accepted or endorsed by the Corporation for all or any of the said loans or advances or by overdrafts or otherwise.

57.Moreover, and as collateral security to any such bank for the repayment of all or any of the said loans or advances, and interest, or any other indebtedness of the Corporation the directors are hereby authorized and empowered to give or cause to be given to any bank from time to time warehouse receipts, bills of lading, security under section 178 of the Bank Act, mortgage, pledge agreements or other collateral security on all or any of the real or personal estate of the Corporation, capable from time to time of being hypothecated, mortgaged, or pledged by such documents or securities, respectively and the directors are hereby further authorized from time to time to make arrangements with any such bank as to all or any loans or advances and as to the terms, conditions and mode of making them, and as to granting of all or of any of the said securities and to execute all such securities, receipts, mortgages, deeds or other instruments as may be thought proper in relation to and for effectuating the premises, the power of borrowing and giving security authorized shall be deemed to be continual powers, and not to be exhausted by the first exercise thereof, but may be exercised from time to time hereafter until notice in writing of the repeal of this by-law has been given to any such bank, to whom a copy of this by-law is to be delivered.

58.The board of directors may by resolution appoint any person to represent the Corporation on any particular occasion in respect: of the above matters.

CHANGING THE BY-LAWS

59.By-laws may be repealed, amended or re-enacted, but every such by-law other than- a by-law respecting agents, officers and servants of the Corporation, and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the Corporation duly called for that purpose, has force only until the next annual meeting of the Corporation, and in default of confirmation thereat ceases from that time to have force.

ENACTED by the board of directors this 31st day of July, 1993.

___________________________________________

PresidentSecretary

Unanimously ratified and confirmed by the members this 31st day of July, 1993.

___________________________________________

PresidentSecretary