BY-LAWS OF THE INDUSTRIAL GAS USERS ASSOCIATION INC.

CORPORATE SEAL

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

CONDITIONS OF AND CATEGORIES OF MEMBERSHIP

2. Membership in the Corporation shall be limited to persons interested in furthering the objects of the Corporation (namely individuals, corporations, syndicates and partnerships who are actively engaged, in Canada, in industrial production in which natural gas or its by-products are used either as a fuel and/or feedstock) and whose application for admission as a member has received the approval of the board of directors of the Corporation. An applicant for membership shall, upon acceptance, become a member by executing an agreement between the applicant and the other members.

3. An applicant for membership may apply to be a Regular or Special Member.

Regular Members

a) A Regular Member has full voting privileges and is a member who has accepted responsibility for the agreed upon share of the expenses of the Corporation.

i) The operating budget for the fiscal year of the Corporation shall be proposed by the board of directors and presented for adoption to the annual meeting of the members of the Corporation or any special meeting of the members called for that purpose by the board of directors. The expenses of the Corporation as presented by the approved operating budget shall be payable in quarterly instalments by the Regular Members based on the proportion that each member's natural gas consumption of the previous year bears to the aggregate natural gas consumption of the previous year of all members. The minimum and maximum annual dues for a Regular Member shall be proposed by the board of directors and presented for approval to the annual meeting of the members. Membership dues of a Regular Member shall be payable within thirty (30) days after receipt of a quarterly notice of the amount due.

ii) Regular Members are responsible for advising the Corporation not later than the end of February in each year the aggregate consumption in thousand cubic metres (10³m³) of natural gas consumed by them in the previous year. Any adjustment to the first quarterly invoice which may be necessary due to a change in the fee base should be made in the second quarterly invoice.

iii) In the event of a major disruption of a Regular Member's consumption for a period in excess of thirty (30) consecutive days due to strike or force majeure, such member may request the board of directors to have his or her share of the Corporation's expenses reviewed. In the event of any adjustment, normalized consumption shall be used in apportioning such member’s share of expenses in the succeeding year.

iv) Anticipated expenditures which may be of a long term or of a special nature may necessitate a special levy or assessment on Regular Members. Such a levy or assessment may be imposed only with the express approval of Regular Members at the annual meeting or at a special meeting of Regular Members called for the purpose of considering the levy. At any meeting the special levy or assessment will require the approval of at least two-thirds of the Regular Members present and eligible to vote in person or by written proxy delivered to the President prior to the start of the meeting.

v) In the event of a permanent closure or sale of a Regular Member’s plant, no liability for fees or assessments relative to such plant shall attach to any member for expenses incurred by the Corporation one hundred and eighty (180) days after a written notice of a plant closure or sale by such a member has been received by the President.

vi) In the event of a merger between two or more Regular Members, the quarterly dues payable by the merged entity for the remaining calendar quarters of the current year shall be reassessed and prorated from the date of the merger on the basis of what the annual assessment for the merged entity would have been, using the combined natural gas consumption of the separate components of the merged entity in the calendar year prior to the merger.

Special Members

b) A Special Member is a non-voting member who has agreed to pay a fee which shall be set by the board of directors from time-to-time and which will apply to a 12-month membership period starting from the date of acceptance. Upon completion of the 12-month period of Special Membership, a Special Member may apply to become a Regular Member and if such application is accepted by the board of directors, the annual fee then payable shall be the prorated portion of the full annual fee of a Regular Member as set forth in section 3. a) above.

4. Every member that is not a natural person shall by notice in writing to the board of directors designate the name and address of a natural person as its representative and may designate one alternate, such representative or alternate shall be an employee of the member or an individual whose interests do not conflict or appear to conflict with the interests of the Corporation; and until changed by notice in writing from the member such representative or alternate shall be the only person entitled to exercise the rights and privileges of membership of the member designating him or her.

5. The board of directors of the Corporation shall have the authority to assess and collect from the members such dues and assessments from time to time as agreed to by the members as a condition of their joining the Corporation or continuing as members following notification of a proposed change in fees.

6. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the President of the Corporation. No liability for fees or assessments shall attach to any Regular Member for expenses incurred by the Corporation one hundred and eighty (180) days after a written notice of resignation by such a Regular Member has been received by the President.

7. Any member may be required to resign by a vote of three quarters (3/4) of the members at an annual meeting provided that any such member shall be granted an opportunity to be heard at such meeting.

HEAD OFFICE

8. Until changed in accordance with the Canada Corporations Act, the Head Office of the Corporation shall be in the City of Ottawa in the Regional Municipality of Ottawa-Carleton, Province of Ontario.

BOARD OF DIRECTORS

9. The property and business of the Corporation shall be managed by a board of not less than six (6) and not more than eighteen (18) directors of whom fifty percent (50%) of the current directors shall constitute a quorum. Directors must be individuals, at least 18 years of age, with power under law to contract. Directors must be the designated representatives of Regular Members. The number of Directors to be elected at each annual meeting shall be fixed by the Nominating Committee referred to in Article 12.

10. 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 first meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the Corporation.

11. Directors shall be elected by the members at the annual meeting of members and shall hold office until the next annual meeting or until their successors are duly elected or appointed. In the event that a director is elected or appointed to fill a vacancy in the board of directors, such director shall be elected or appointed for the unexpired term of the director who has ceased to be a director and thus created the vacancy.

12. A Nominating Committee shall be appointed by the board of directors to provide a slate of candidates for election of the board of directors at the annual meeting. The Nominating Committee shall endeavour to include in its slate representatives from each of the main industry groups constituting the membership. Any designated Regular Member representative may nominate any other designated Regular Member representative as a candidate for election to the board of directors by filing with the President seven (7) days prior to the date on which the annual meeting is held his or her nomination in writing and the written consent of the nominee to act as a candidate.

13. The election of the board of directors shall be held at the annual meeting with each designated Regular Member representative in attendance being entitled to one (1) vote for each member of the board of directors to be elected. No member shall have more than one (1) representative on the board of directors.

14. The office of director shall be automatically vacated if:

a) a director shall resign his or her office by delivering a written resignation to the President of the Corporation;

b) a director ceases to be the designated representative of a member;

c) the board of directors determines that the status of a director has changed and that he or she is an individual whose interests conflict or appear to conflict with the interests of the Corporation;

d) he or she is found by a court to be of unsound mind;

e) he or she becomes bankrupt or suspends payment or compounds with his or her creditors;

f) at a special general meeting of members a resolution is passed by two-thirds of the members present at the meeting that he or she be removed from office;

g) 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.

15. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given to each director. There shall be at least one (1) meeting per year of the board of directors. 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.

The Chairman may call a meeting of the board of directors at any time. If the Chairman shall refuse, or fail, or be unable to act, the Vice-Chairman may convene a meeting. A meeting may be convened at any time upon the written request of three (3) members of the board of directors.

A quorum of the board of directors for the transaction of business shall consist of at least fifty percent (50%) of its members.

If all the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.

16. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his or her position as such provided that a director may be paid reasonable expenses incurred by him or her in the performance of his or her 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.

17. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his or her successor is elected.

18. The board of 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 and as may be subsequently revised.

19. A reasonable remuneration for all employees and agents shall be fixed by the board of directors by resolution.

INDEMNITIES TO DIRECTORS AND OTHERS

20. 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 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 him or her, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office or in respect of any such liability; and

b) subject to the prior approval of the board of directors, for all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.

POWERS OF DIRECTORS

21. 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. The directors may from time to time appoint committees whose members will hold their offices at the will of the board of directors.

22. 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 of the Corporation the right to employ and pay salaries to employees.

OFFICERS

23. The officers of the Corporation shall consist of a Chairman, Vice-Chairman, Treasurer, President and any such other officers as the board of directors may from time to time determine. An officer shall be a director.

24. The officers of the Corporation 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, or in the event of a vacancy occurring during the year, by resolution of the board of directors.

25. The officers of the Corporation shall hold office for one (1) year from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.

DUTIES OF OFFICERS

26. The Chairman, or in his or her absence the Vice-Chairman, shall preside at all meetings of the members and of the board of directors. In the event that neither the Chairman or Vice-Chairman can attend the meeting, the board may by majority vote among directors present elect a director to preside at the subject meeting.

27. The President shall be responsible for the day to day administration of the Corporation and shall be responsible to the board of directors.

28. The Treasurer shall have the custody of the funds 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, in such registered dealer in securities as may be designated by the board of directors from time to time. He or she 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 Chairman 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. He or she shall also perform such other duties as may from time to time be directed by the board of directors. The Treasurer shall prepare and deliver a financial report on the status of the accounts of the Corporation to the annual meeting of members and shall arrange for an annual audit of such accounts, the results of which shall be reported in writing to the members prior to the 1st of May of the following year.

29. 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

30. The directors shall have power from time to time by resolution to appoint at least two officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. Contracts, documents or any instruments in writing requiring the signature of the Corporation shall be signed by any two of the officers so empowered by the board of directors and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. 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

31. The annual meeting of the members shall be held between September 15th and December 15th in each year. The annual or any other general meeting of the members shall be held at the head office of the Corporation or at any place in Canada as the board of directors shall appoint. The members may resolve that a particular meeting of members be held outside Canada.

32. 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 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 at least five (5) Regular Members. Forty-five percent (45%) of the Regular Members present in person or by proxy at a meeting will constitute a quorum.

33. Notice of Annual and Special Meetings shall be sufficient if provided in writing thirty (30) days in advance of the Annual Meeting and ten (10) days in advance of the Special Meeting, to each designated representative at the respective member’s address as recorded in the records of the Corporation. Special Meetings may be held at any time upon written notice signed by the Chairman of the Board or by the President or upon the request of at least five (5) designated Regular Member representatives. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member that he or she has the right to vote by proxy.

Each Regular Member present at a meeting shall have the right to exercise one vote. A Regular Member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a Regular Member of the Corporation.

34. 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 or her last address recorded on the books of the Corporation.

VOTING OF MEMBERS

35. At all meetings of members of the Corporation every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws.

FINANCIAL YEAR

36. Unless otherwise ordered by the board of directors the fiscal year end of the Corporation shall be December 31st.

AMENDMENTS OF BY LAWS

37. The by-laws of the Corporation not embodied in the letters patent 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 a majority affirmative vote of the members present 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 Industry Canada 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 auditor. The remuneration of the auditor shall be fixed by the board of directors.

BOOKS AND RECORDS

39. The President 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 REGULATIONS

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, provided that such rules and regulations shall have force and 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 time to 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.