BY-LAW NO. 2 A by-law relating generally to the transaction of the business and affairs of LIFTKING INDUSTRIES INC. (the "CORPORATION") INTERPRETATION 1.01 Definitions -- In this by-law, unless the context otherwise requires: (a) "Act" means the Business Corporations Act, R.S.O. 1990, c. B. 16, as amended from time to time or any act that may in future be substituted for it; (b) "articles" includes the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement and articles of revival; (c) "board" means the board of directors of the Corporation; (d) "contracts, documents or instruments in writing" includes deeds, mortgages, charges, conveyances, powers of attorney, transfers and assignments of property of all kinds, including specifically but without limitation, transfers and assignments of shares, warrants, bonds, debentures or other securities and all paper writings; (e) "meeting of shareholders" includes an annual meeting of shareholders and a special meeting of shareholders. 1.02 Words and phrases defined in the Act and used in this by-law shall, unless the context otherwise requires, have the same meaning as in the Act. 1.03 In this by-law words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include an individual, partnership, association, body corporate, executor, administrator, legal representative, trust, and any number or aggregate of persons. 1.04 Interpretation Not Affected by Headings - The insertion of headings in this by-law are for convenience of reference only and shall not affect its construction or interpretation. - 2 - DIRECTORS 2.01 Notice of Meetings -- Notice of meetings of the board shall be given to each director not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) 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 appointment of officers immediately following the meeting of shareholders at which such board was elected. 2.02 Place of Meetings -- Meetings of the board may be held at any place within or outside Ontario and in any financial year of the Corporation it shall not be necessary for a majority of the meetings of the board to be held at a place within Canada. 2.03 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. 2.04 Interest of Directors and Officers Generally in Contract -- No director or officer shall be disqualified by his office from contracting with the Corporation nor shall any contract or arrangement entered into by or on behalf of the Corporation with any director or officer or in which any director or officer is in any way interested be liable to be voided nor shall any director or officer so contracting or being so interested be 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 unless the director or officer shall have failed to comply with the provisions of the Act. SHAREHOLDERS' MEETINGS 3.01 Quorum at Shareholders' Meetings -- At any meeting of shareholders, a quorum shall be the holders of a majority of the shares entitled to vote at the meeting, present in person or represented by proxy. 3.02 Casting Vote - In the case of an equality of votes at any meeting of shareholders the chairman of the meeting shall not be entitled to a second or casting vote. OFFICERS 4.01 Appointment of Officers -- The directors shall annually or as often as may be required appoint a President and a Secretary and if deemed advisable may annually or as often as may be required appoint a Chairman of the Board, one or more Vice-Presidents, a Treasurer and one or more Assistant-Secretaries and/or one or more Assistant-Treasurers. Two or more such offices may be held by the same person. The directors may from time to time appoint - 3 - such over officers as they shall deem necessary, who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by the board. 4.02 Removal of Officers -- All officers shall be subject to removal by the board at any time, with or without cause. 4.03 Chairman of the Board -- The Chairman of the Board (if any) shall, when present, preside at all meetings of the board of directors. 4.04 President -- The President shall, when present, preside at all meetings of the board of directors in the absence of the Chairman of the Board and at all meetings of shareholders and shall be responsible for the management of the business and affairs of the Corporation. 4.05 Vice-President -- The Vice-President (if any), or, if more than one, the Vice-Presidents, shall assist the President in the performance of his or her duties and, in order of seniority as determined by the board of directors, may perform and exercise the powers of the President during the absence or inability to act of the President. If a Vice-President exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto. 4.06 Secretary -- The Secretary shall give, or cause to be given, all notices required to be given to shareholders, directors, auditors and members of committees of the board of directors and of the shareholders and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at such meetings; and shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation. 4.07 Treasurer -- The Treasurer (if any) shall keep or cause to be kept full and accurate books of account in which shall be recorded all receipts and disbursements of the Corporation and, under the direction of the board of directors, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; and shall render to the board of directors at the meetings thereof, or whenever required, an account of all transactions as Treasurer and of the financial position of the Corporation. 4.08 Assistant Secretary and Assistant Treasurer -- The Assistant Secretary and the Assistant Treasurer (if any) shall assist the Secretary and the Treasurer, respectively, in the performance of their duties and shall perform all the duties of the Secretary and the Treasurer, respectively, in the absence or inability to act of the Secretary or the Treasurer, as the case may be. 4.09 Additional Duties -- From time to time the board may vary, add to or limit the powers and duties of any officer or officers of the Corporation, but, subject to section 183 of - 4 - the Act, shall not delegate to any officer any of the powers set forth in subsection 127(3) of the Act. INDEMNIFICATION 5.01 Indemnification of Directors and Officers -- The Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his or her heirs and legal personal representatives to the extent permitted by the Act. 5.02 Indemnity of Others -- Except as otherwise required by the Act, and subject to section 5.01, the Corporation may from time to time indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he, she or it is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent of or participant in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred in connection with such action, suit or proceeding if such person acted honestly and in good faith with a view to the best interests of the Corporation, and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his, her or its conduct was lawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, shall not, of itself, create a presumption that the person did not act honestly and in good faith with a view to the best interests of the Corporation, and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had no reasonable ground for believing that his, her or its conduct was lawful. 5.03 Right of Indemnity Not Exclusive -- The provisions for indemnification contained in the by-laws of the Corporation shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and legal personal representatives of such a person. 5.04 No Liability of Directors or Officers for Certain Acts etc. -- To the extent permitted by law, 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, officer, employee or agent, or for joining in any receipt or act for conformity or for any loss, damage or expense - 5 - 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 or belonging to the Corporation shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust or in relation thereto unless the same shall happen by or through his or her failure to act honestly and in good faith with a view to the best interest of the Corporation and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Corporation, the fact of his or her being a director or officer of the Corporation shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services. DIVIDENDS 6.01 Dividend Cheques -- A dividend payable in cash may be paid by cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by ordinary mail, postage prepaid, to such registered holder at the address appearing on the register of shareholders, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at the address appearing on the register of shareholders in respect of such joint holding, or to the first address so appearing if there are more than one. The mailing of a cheque in this manner, unless it is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented by the cheque, plus the amount of any tax which the Corporation is required to and does withhold. 6.02 Non-Receipt of Cheques -- If a dividend cheque is not received by the person to whom it is sent, the Corporation shall issue to such person a replacement cheque for a like amount upon such terms as to indemnity and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case. - 6 - BANKING ARRANGEMENTS, CONTRACTS, ETC. 7.01 Banking Arrangements -- The banking business of the Corporation, or any part thereof, shall be transacted with such banks, trust companies or other financial institutions as the board may designate, appoint or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on the Corporation's behalf by such one or more officers and/or other persons as the board may designate, direct or authorize from time to time by resolution and to the extent therein provided. 7.02 Execution of Instruments -- Contracts, documents or instruments in writing requiring execution by the Corporation may be signed by the President and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board is authorized from time to time by resolution to appoint any officer or any other person on behalf of the Corporation to sign and deliver either contracts, documents or instruments in writing generally or to sign either manually or by facsimile signature and deliver specific contracts, documents or instruments in writing. NOTICES 8.01 Notice to Joint Shareholders -- If two or more persons are registered as joint holders of any share, notice to one of such persons shall be sufficient notice to all of them. Any notice shall be addressed to all such joint holders and the address to be used by the Corporation shall be the address appearing on the register of shareholders in respect of such joint holding, or the first address so appearing if there are more than one. 8.02 Omissions and Errors -- The accidental omission to give any notice to any shareholder, director, officer, auditor or member of any committee of the board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate such notice or any action taken at any meeting held pursuant to such notice or otherwise founded thereon. MISCELLANEOUS 9.01 Invalidity of any Provisions of this By-law -- The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law. REPEAL 10.01 Repeal -- By-law No. 1 of the Corporation is repealed as of the coming into force of this by-law provided that such repeal shall not affect the previous operation of any by-law - 7 - so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under or the validity of any contract or agreement made pursuant to any such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed by the board under the provisions of this by-law or the Act until their successors are appointed. MADE the 14th day of August, 1997. Louis Aldrovandi Louis Aldrovandi - ---------------------------------- ----------------------------------- President Louis Aldrovandi Secretary Louis Aldrovandi RESOLVED that the foregoing By-law No. 2 is made a by-law of the Corporation. The undersigned, being the sole director of LIFTKING INDUSTRIES INC., signs the foregoing resolution. DATED the 14th day of August, 1997. Louis Aldrovandi ----------------------------------- Louis Aldrovandi RESOLVED that the foregoing By-law No. 2 is confirmed. The undersigned, being the sole shareholder of LIFTKING INDUSTRIES INC., signs the foregoing resolution. DATED the 14th day of August, 1997. Louis Aldrovandi ----------------------------------- Louis Aldrovandi BY-LAW NO. 3 A by-law respecting the borrowing of money, the issuing of debt obligations and the securing of liabilities by LIFTKING INDUSTRIES INC. (the "CORPORATION") BE IT ENACTED as a by-law of the Corporation as follows: The directors of the Corporation may, without authorization of the shareholders, from time to time: (a) borrow money on the credit of the Corporation; (b) issue, reissue, sell or pledge debt obligations of the Corporation; (c) subject to the Business Corporations Act (Ontario), give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation; and (e) delegate any or all of the powers conferred on the directors under this by-law to a director, a committee of directors or an officer of the Corporation to such extent and in such manner as the directors shall by resolution determine. MADE the 14th day of August, 1997. Louis Aldrovandi Louis Aldrovandi - ---------------------------------- ----------------------------------- President Louis Aldrovandi Secretary Louis Aldrovandi -2- RESOLVED that the foregoing By-law No. 3 is made a by-law of the Corporation. The undersigned, being the sole director of LIFTKING INDUSTRIES INC., signs the foregoing resolution. DATED the 14th day of August, 1997. Louis Aldrovandi ----------------------------------- Louis Aldrovandi RESOLVED that the foregoing By-law No. 3 is confirmed. The undersigned, being the sole shareholder of LIFTKING INDUSTRIES INC., signs the foregoing resolution. DATED the 14th day of August, 1997. Louis Aldrovandi ----------------------------------- Louis Aldrovandi