NAME

The name of the Society is WESTERN EMPLOYERS LABOUR RELATIONS ASSOCIATION.

PURPOSES

The purposes of the Society are:

(a) To negotiate on behalf of its members with representatives of employees or other persons associated or having dealings with any member;

(b) To assist and advise members as to the content, administration and interpretation of collective labour agreements;

(c) To advise on grievances and to assist a member in any arbitration or other matter or proceeding which is of interest or concern to the Association or any members;

(d) To collect and distribute information on matters pertaining to labour/employee relations on behalf of its members;

(e) To bind participating accredited members to multi-employer collective labour agreements.

(f) To assist, advise and provide services to its members in respect of labour/employee relations matters;

(g) To assist, advise and provide services to its members as may be determined by the Board of Directors and are incidental or conducive to the attainment of the objects and the exercise of the powers of the society;

with the aim of developing and maintaining good employee relations.

LOCATION

The operations of the Society are to be chiefly carried on within the whole of the Province of British Columbia , and the principal office or place of business of the Society is to be in the Greater Vancouver Regional District, Province aforesaid. This provision is alterable.

BY-LAWS

ARTICLE I - MEMBERSHIP

Section 1. Classes

(a) The membership of Western Employers Labour Relations Association (hereinafter called the “Association”) shall consist of Full members and Associate members.

(b) Subject to the approval of the Board of Directors, membership in the Association shall be open to such individuals, partnerships or corporations who, in the opinion of the Board of Directors, are of good repute, integrity, financial responsibility, and are experienced in the work within the industry in which they participate.

(c) The following shall be eligible for membership in their respective classes:

(i) Full Members - Those individuals, partnerships or corporations accepted for membership by the Board of Directors under Section I (b) of these By-Laws who are a party to a collective agreement.

(ii) Associate Member - those individuals, partnerships or corporations accepted for membership by the Board of Directors under Section l(b) of these By-Laws who are not a party to a collective agreement with a Union . Should an Associate Member become certified by a Union or Unions, it shall become subject to the rights and responsibilities of a Full Member upon redesignation of membership status by the Board of Directors.

(d) By virtue of the application for the admission to membership in the Association, these By-Laws as amended from time to time, shall bind the Association and its members to the same extent as if they had been signed, sealed and delivered by the Association and by each of its members as a joint and several contract between the Association and its members, and between the members inter se, containing covenants on the part of the Association and of each of its members to observe and perform all the provisions of these By-Laws, as amended from time to time.

Section 2. Procedure

(a) (i) Application for membership shall be made in such form and detail as may be prescribed by the Board of Directors and signed by the applicant. If the application is accepted by the Board of Directors, the applicant shall become a member either as a Full member, or an Associate member as designated by the Board of Directors.

(ii) The Board of Directors may re-designate the member if the status of the member changes with respect to the criteria established in Section I of these By-Laws.

(b) Membership in the Association shall be subject to such regulations as the Board of Directors may adopt and be in effect from time to time.

(c) All fees, dues and assessments shall be fixed from time to time by the Board of Directors and shall be payable on the day of payment on which notice shall be given by the Board of Directors.

(d) Any Full member who has been included in membership in the Association for two (2) years or more, and is not indebted to the Association shall be at liberty to withdraw from membership in the Association on giving to the Board of Directors not less than one (1) year’s notice in writing, stating at the same time the reasons for withdrawal, and accompanied by remittance in full of all fees, dues and assessments then due and payable; except that no Full member shall be entitled to withdraw during any period in which collective bargaining is being conducted by the Association on the Full member’s behalf of during the period in which the Association is the legally accredited employer’s organization to negotiate on the Full member’s behalf.

(e) If the conditions in Section 2(d) are met by the Full member, each member of the Association agrees not to oppose and the Association shall not oppose an application made to delete the Full member’s name from any Accreditation order held by the Association under the provisions of the Labour Relations Code of British Columbia provided the application complies with the necessary statutory requirements.

(f) If a Full member is not subject to an accreditation order in favour of the Association, it may at any time make application to be included in any applicable accreditation order held by the Association under the Labour Relations Code of British Columbia and, provided the application complies with the necessary statutory requirements, each member of the Association agrees not to oppose and the Association shall not oppose an application.

(g) Any Full member no longer a party to a Collective Agreement with a Union and any Associate member, not indebted to the Association, shall be at liberty to withdraw from the Association on giving to the Board of Directors notice in writing, stating at the same time the reasons for withdrawal, and accompanied by a remittance in full of all fees, dues and assessments then due and payable.

(h) The Board of Directors may remove the name of any member from the membership roll in the case of any member who ceases to be in Business.

(i) Any membership may be cancelled by the Board of Directors for cause, conduct or behaviour contrary to the interest of the Association or by a resolution passed by at least a seventy-five percent majority of the votes of the Directors at any regular or special meeting of Directors at which there is a quorum.

(j) Any member who withdraws or whose membership is cancelled pursuant to the provisions of these By-Laws shall forthwith forfeit all right, claim and interest arising from or associated with membership in the Association.

(k) Any member whose membership has been cancelled by the Board of Directors may request reinstatement by majority vote at an Annual General Meeting of the Association.

(l) Any member who withdraws or whose membership is cancelled pursuant to the provisions of these By-Laws shall notwithstanding such withdrawal or cancellation pay to the Association any fees, dues or assessments which have been made upon him to the date of such withdrawal or cancellation.

(m) All members are deemed to be in good standing unless otherwise determined by the Board of Directors or these By-Laws.

Section 3. Duties and Obligations of Accredited Membership in Multi-Employer Negotiations

Each accredited Full member of the Association shall be subject to all the duties and obligations which are set forth in the Constitution and these By-Laws and without limiting the generality of the foregoing, to the following duties, obligations, covenants, and agreements:

(a) Each accredited Full member (who has not elected to bargain on its own behalf pursuant to Section 3 (f)), does exclusively authorize the Association and does appoint the Association, as the Full member’s exclusive bargaining agent in respect of negotiations of all collective agreements (except collective agreements with Building Trades Unions) deemed by the Board of Directors to be of importance and agrees that, if the Board of Directors deem the negotiations to be of importance, the Full member will not negotiate on the Full member’s own behalf or authorize or appoint any other person, firm or corporation to negotiate any collective agreements.

(b) Each accredited Full member agrees with each other member and with the Association, that the Association’s authority to bargain on behalf of the accredited Full members (who have not elected to bargain on their own behalf pursuant to Section 3 (f)) shall not be terminated by the resignation of the accredited Full member from the Association, until the satisfaction of the conditions specified in Section 2 (d) and, until such member is de-accredited from the Association by the Labour Relations Board of British Columbia.

(c) Each accredited Full member (who has not elected to bargain on its own behalf pursuant to Section 3 (f)) agrees to be bound, during their respective terms, by all collective agreements and other undertakings and contracts containing provisions as to rates of pay, hours of work, and other terms and conditions of employment of labour and all Rules and Regulations governing working conditions of whatsoever nature, entered into, arranged, accepted, set up, or approved by the Association in accordance with the provisions of these By-Laws.

(d) Each accredited Full member (who has not elected to bargain on its own behalf pursuant to Section 3 (f)), agrees not to negotiate, execute or enter into a collective agreement or other undertaking, understanding, practice or contract with a union or unions whether in writing or not, the period or the duration of which covers the whole or any part of the period or the duration of a collective agreement or other undertaking, understanding, practice or contract previously entered into by the Association on behalf of, or binding upon, such member, or to amend, vary, modify in any way or to cancel or terminate the same.

(e) If a vote has been taken by secret ballot of all accredited Full members who are involved in a set of multi-employer negotiations as to whether to lock out or not to lock out and a majority vote in favour of a lockout, then pursuant to the provisions of the Labour Relations Code of British Columbia, as amended from time to time, those accredited Full members who are involved in the set of multi-employer negotiations shall lock out their employees at the time decided upon by the Board of Directors, unless the Board of Directors has specifically excluded an accredited Full member from so doing. Failure to lock out under the provisions of this Subsection shall be, in addition to any other remedies as determined by the Association, grounds for cancellation of the membership of the accredited Full member from the Association.

(f) Prior to the commencement of bargaining of a collective agreement or other undertaking, understanding, practice or contract with the union or unions, an accredited Full member may, by notice in writing delivered to the Association, elect to bargain on its own behalf. Such a notice shall be effective only in respect of the particular collective agreement undertaking, understanding or practice specified in the notice.

(g) Each accredited Full member exclusively authorizes and appoints the Association as its agent for the purpose of managing any grievance arising under a collective agreement that the Board of Directors deems to be of importance. Each accredited Full member agrees to promptly notify the Association of any grievance filed by a union.

ARTICLE 11 - MEETINGS

Section 1. Annual General Meetings

The Annual General Meeting shall be held once in every calendar year during the months of September, October or November and shall be convened at such time and place in the Province of B.C. as may be decided upon by the Board of Directors for the purposes of receiving reports of officers, directors and auditors, electing directors, appointing auditors (if any) for the ensuing year and transacting all such other business as may properly come before it. Notice of such annual general meetings shall be mailed to each member at least fifteen days prior to the date of the meeting.

Section 2. Special General Meetings

Special General Meetings of the Association shall be held upon request of the majority of the members of the Board of Directors, or of 10% of the members of the Association. Written notice of all special general meetings shall be sent to each member not less than fourteen days prior to the date of the meeting, such notice to state the object of the meeting and subject to be considered, and no other subject shall be considered at such special meeting, unless by the unanimous consent of all members present thereat.

Section 3. Voting

(a) At all meetings of the Association, each Full member in good standing shall be entitled to one vote.

(b) All questions at meetings of the Association shall be decided by simple majority of votes of those members entitled to vote who are personally present or represented by proxy, unless by law or by the By-Laws of the Association a greater majority is required. In the event of an equality of votes, the chairman of the meeting shall not have a second vote. Votes need not be by ballot, but a vote by ballot shall be taken on any question if demanded by at least ten percent (10%) of the members present or represented at the meeting, or if directed by the chairman of the meeting. All votes by ballot shall be taken in such a manner as the chairman shall direct.

Section 4. Quorum

At all general meetings of the Association, a quorum shall consist of at least twenty-five percent (25%), but not less than 3, of the Full members, present in person.

Section 5. Corporate Representatives

For the purpose of all general meetings of the Association, every member that is a corporation or a partnership, shall in form satisfactory to the Directors, appoint an individual representative. Corporate members and Partnerships shall be deemed to be personally present at each general meeting attended by their respective authorized and appointed individual representatives.

Section 6. Proxies

Every Full member shall be entitled to be represented at every general meeting of the Association by proxy; the form of appointment of proxy to be in such form as the Directors may decide.

ARTICLE III - BOARD OF DIRECTORS

Section 1. Composition

(a) The affairs of the Association shall be managed by a Board of Directors numbering not less than 9 and not more than 15 Directors. At the Annual General Meeting the Board of Directors shall be elected in such manner that, if possible, at least one Director is representative of each of the natural divisions within the membership.

(b) Each Director, at the time of his election and throughout the term of office (except under the provisions of paragraph (iv) below), shall be:

(i) an officer of a Full member of the Association, or

(ii) an employee of a Full member of the Association who is in charge of and responsible for the affairs of such member in British Columbia , or

(iii) an employee of the Full member of the Association who is authorized to act on behalf of such member in respect of all matters in British Columbia, relating to labour relations, or

(iv) an employee of a Full member of the Association who does not qualify under paragraphs (i) or (ii), or (iii) above, but who is requested by five or more directors who do so qualify, to stand for election as a director of the Association.

(c) The Directors shall be elected, as nearly as possible, so that their respective term of office expires for one-third of the Directors after three years, for one-third of the Directors after two years and for one-third of the Directors after one year.

(d) All Directors shall, if otherwise qualified, be eligible for re-election.

(e) The election of Directors shall be by show of hands, constituting a majority, unless a secret ballot be demanded by any member.

Section 2. Vacation of Office

A Director shall, ipso facto, vacate office:

(a) If the Company of whom he is representative is placed in receivership becomes bankrupt or ceases to do business in the Province of BC ;

(b) If he ceases to be qualified as required in Section I of this Article;

(c) If, by notice in writing to the Association, he resigns his office;

(d) If, without being excused, he is absent from any four consecutive meetings of the Board of Directors.

Section 3. Removal of Director

Full members of the Association may, by special resolution passed by at least seventy-five percent majority of the votes of the members of the society at a general meeting at which 14 days notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his term of office and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.

Section 4. Powers and Responsibilities

(a) The Board of Directors shall have the supervision of the affairs of the Association. It shall actively prosecute the objects of the Association, and shall have discretion in the disbursement of funds. It i-nay appoint such agents as it may consider necessary, and fix the number, title, duties and compensations of employees.

(b) The Board of Directors shall have the power to appoint such committees for such specific or general purposes as it may determine and shall have the power and right to make and impose upon any such committee for the guidance and best operation thereof, such rules and regulations as shall not be inconsistent with the Constitution and By-Laws of the Association.

(c) The Directors shall not borrow, raise or secure the payment of money in any manner whatsoever without the prior sanction of any special resolution of the Association.

(d) A resolution in writing signed by all the Directors personally shall be valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted.

(e) No member of the Board of Directors shall receive any remuneration from the Association for services rendered as a member of the Board of Directors of the Association.

(f) At all regular and special meetings of the Directors, a quorum shall consist of at least fifty-five (55) percent of the Directors, present in person.

(g) The Directors shall not be personally liable for any action taken or omitted by them in good faith, or for the acts of any agent, employee, attorney selected by the Directors with reasonable care, or for any acts or omission of any other Director.

ARTICLE IV - OFFICERS

Section 1. Officers

The officers of the Association shall be a Chairman, Vice-Chairman, Treasurer, two Directors-at-large, and: the Chief Operating Officer and other Staff as designated.

The Chairman, Vice-Chairman and Treasurer shall be elected by the Board of Directors from among its members, such election to be held at the first meeting of the Board of Directors held after the Annual General Meeting. The other officers, as required, shall be elected as described above or retained on an employment basis.

Section 2. Term of Office

Officers shall be elected to hold office until their respective successors are elected and shall be eligible for re-election upon retirement, but shall not hold the same office for more than three consecutive years. Notwithstanding the foregoing, the Directors may appoint individuals to the positions of Chief Operating Officer, or other officers, for such period in excess of one year as they may determine, and may enter into a written employment contract with the Chief Operating Officer and/or other officers.

Section 3. Duties

(a) The Chairman shall preside at all meetings of the Association and of the Board of Directors. He shall be a member ex-officio of all committees and shall have general supervision of the affairs of the Association and shall perform such duties as are from time to time determined and directed by the Board of Directors.

(b) The Vice-Chairman shall perform the duties of the Chairman in the event of his temporary disability or absence from duty. The said officer shall perform such duties and carry out such functions as may be from time to time determined and directed by the Board of Directors.

(c) The Treasurer, subject always to the directions of the Board of Directors, shall be responsible for the custody of all funds of the Association and shall cause proper books of accounts to be maintained and shall cause all financial transactions of the Association to be recorded therein.

(d) The Chief Operating Officer or other officers shall be the chief administrative officer of the Association and shall have custody of the minute book and the seal of the Association, and shall cause written minutes of all directors’ and general meetings to be prepared and maintained.

ARTICLE V - AUDITS AND ACCOUNTS

An auditor shall be appointed each year by the members at the Annual General Meeting, whose duty it shall be to audit the books, vouchers and accounts of the Association and to certify to the correctness of the balance sheet, to examine and verify the securities and other assets of the Association, and to certify the reasonableness of the valuation at which the Association’s assets are carried. The auditor’s remuneration shall be fixed by the Board of Directors and the auditor shall be a member of the Institute of Chartered Accountants .

ARTICLE VI - SEAL

Documents issued by the Association, when required, shall be certified with the seal of the Association, which shall consist of an embossed die in circular form containing the name of the Association in the outer circle. The Board of Directors may, by resolution having general application, specify which officers or directors may affix the seal of the Association, and such resolution shall be effective until altered by a subsequent resolution.

ARTICLE VII - AMENDMENTS

These By-Laws may be amended by special resolution passed upon a three-fourths majority of the members entitled to vote who are present or represented by proxy at an Annual or Special General Meeting of the Association and do vote.

ARTICLE VIII - NON-PROFIT ORGANIZATION

The Association shall be one which does not contemplate pecuniary gain or profit to the members thereof, nor the distribution of gains, profits or dividends to such members, and no part of the capital, assets or earnings of the Association shall inure to the benefit of any of its members or any other private individuals. In the event of the dissolution of the Association, after paying or adequately providing for its debts and obligations the remaining assets will be liquidated and distributed on a pro-rata basis to the then existing members in good standing. The distribution will be based on a percentage. The percentage will be based on each company’s payroll as each company’s payroll relates to the total receipts received from those companies during the previous twelve months.

ARTICLE IX - INSPECTION OF RECORDS

Every member, or in the case of a corporation or partnership, its duty authorized representative may at any time during regular business hours, inspect the latest monthly operating statement of the Association. The information and records on file concerning the member companies will be confidential and not available for the inspection of any other member company, person or organization and will only be used by the Association staff as required to process the business of the Association.

DATED at Burnaby , Province of British Columbia , this eighth day of November, 1999