EX-3.2 3 exh_32.htm EXHIBIT 3.2

Exhibit 3.2

,. - Section One Two .Three Four Five Six Seven Eight Nine Ten Eleven Twelve BY - LAW NUMBER 1 A by - law relating generally to the transaction of the.business and affairs of F.IRSTSERVICE CORPORATION Contents Interpretation Execution of Documents Directors Committees Officers Protection of Directors, Officers and Others Sho.res Dividends Meetings of Shareholders NotJ.ces Officers of Divisions Corporate Seal BE IT ENACTED as a by - law of the Corporation as follows: SECTION ORE :interpretation 1.01 Definitions in this by - law, unless the ·context otherwise requires 1• regulations thereto, as amended from time to time, or "Act• means the Business Corporations Act, 1982 and the any successor Act or regulations thereto, as the case may be; •articles• means the articles (as that term is defined in.the Act) of the Corporation as from. time·to time. amended or restated; "board" means the board of directors of the Corporation; "Corporation• means FirstService Corporation; and "special meeting of shareholders• includes a meeting of any class of shareholders. Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein ; ·,and words importing the singular number include the plural and vice versa ; words importing gender include the masculine, feminine and neuter genders ; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations . \

- - 2 - SECTION TKO Execution of Docmients .•.;;'i - " .!'_'f·•_" - ε : ,2, 1 ;/)J. - , ;,, - • - Execution of - Instruments Deeds, transfers, as - s - .tgnments,. - ·contracts,. obligations, certificates and other .1tistr.uments may be s “ gned·on behalf of the Corporation by any one direct r - or · - of - fice - r of the Corporation. Notwithstanding any provision • to the contrary contained in the by - laws of the Corporation, the board may at any time or times direct the manner in - ,whi . ch and - the person or persons by whom -- any particular instrument or class of instrullients· • may or srui . ll be signed . Any signing· . officer may affix the corporate seal ... to . ustrument reqniring the, same - . - · • 2 - .02 , Banking Arrangements ·All funds of the Corporation shall be deposited in its name in such account or accounts as are - designated by the board. Withdrawals from such account or accounts or the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transfe : cring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the pal'Jllent of money with the institution maintaining such account or accounts . srui . ll be made _ : by,,such ·person or persons as the board may from· • time· to time dete : cmine_ . • ' • 2,0J·c· • :, - ,, Voting !tights iri Other Bodies Corporate Any two of the directors or ·officers of the Corporation, - - as - well •as any person so empowered -- by· - the· ·board, may execute and deliver instruments. :of proxy appointing such persons as respectively are named :therein the proxy of the Corporation to exercise· the voting rights attaching to any securities held by the Corporation. SECTIOR ·THREE Directors Onorum Subject to the Articles and Section 3 . 03 , a the transaction of business at any meeting of the board two - fifths of the number of directors then holding 3.01 quorum for shall be - office. 3.02 Calling of Meetings (a) The board, a quorum of the directors, the chairman of the board,_ any vice - president, the chief operating officer or the secretary may at any time call a meeting of the board to be held - at the time and place det rmined by the board or by the person calling the meeting . Meetings of the board may be held in any place within or outside Canada . In any financial year, a

- 3 - majority of the meetings of the board need not be held within Canada . (b) If a quorum of directors is present, each newly elected board may, without notice, hold its first meeting for the purpose of its organization and the election or appointment of officers, immediately following the meetin_g of shareholders at which such board was ele . cted . 3 . 03 Notice of Meeting·_·· Not! 'of the time and place of each meeting of the board shall be given in the manner provided in Section 10 . 01 to each director not less . that 48 hours before the time when the meeting is to be held . A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified ; A director may in any manner and at any time waive notice of a meeting of directors and attendance of a director at a meeting of directors is a wai . ver of noti . ce of the . meeti . ng, except where a director attends a meeting . for the express purpose of objecting to the transacti . on of any business on the grounds that the meeting was not lawfully called . 3. 04 Regular Meeti.nqs The boud may. appoint a day or days in any month or months - for regular meetings of the board at a. place and hour to be named. copy of any resoluti.on of the board fi.xing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other noti.ce· shall be requi.red for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified. 3.05 .. Cha!rnnn The t!h11frm11n of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is_ a director and is present at the . meeting : cbafrman Qf the board, vice - chairman of the board, chief executive officer, president, chief operating officer or a vice president . If no such officer is present, the directors present shall choose one of their number to be chairman . 3. 06 Votes to Govern At all meetings of the board every question shall be decided by a majori.ty of the votes cast on the questi.on. In case of any equality of votes the chairman of the meeting shall not be entitled to a second or casting vote. 3 . 07 Remuneration and Expenses The directors shall be paid such remunerati . on for their services as the board may from time to time determine . The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred •

- 4 : by theJD in attending meetings of the board or any cOllllllittee thereof . • Ho 1 : hing herein contained shall preclude any • director from . serving the Corporation in any other capacity and receiving remuneration therefor . SECTION FOUR • caaa:i.ttees - 4.01 Committee of Directors The Board may appoint committees of directors and delegate to any such cOllllllittee any of the powers of the board· except those which, under the Act, cannot be so delegated . • • 4.02 • · -- rransaction of Business The .powers of a cOllllllittee of directors may be exercised : by a meeting at which a quorum is present or : by resolution in writing sighed : by all the members of such committee who would have been entitled to vote on that resolution at - a meeting of the committee. Meetings of such cOllllllittee may be held at any place in or outside Canada •. 4.03 Procedure Unless otherwise determined by the board ; · each c 0 JIIIJ 1 ittee . shall have the power to fix its quorum at not less than a majority of its members, to elect its·chaiJ : IIIAJl and to regulate its procedure . . SECTION PIVB Officers S.01 Appointment The board may from time to time designate the office Ŷ of the Corporation, including but without limitation ebafra,an of the board, vice - chairman of the board, chief executive officer, chief financial officer, president, one or more vic - presidenta (to which title may be added words indicating: seniority or function), chief operating officer and secretary, ·and··may apecify the duties attaching to such officers, appoint officers, and subject to the provisions of the Act, delegate to' auch officers powers to manage the business and affairs of the Corporation in any particular. S.02 Terms of Employment and Remuneration The te.i::ms of employment of the officers shall be settled by the board . In the absence of written agreeJDent to the contrary, each officer holds office until ha resigns, his successor is appointed or he is removed by the board at its pleasure .

- - 5 5. 03 Agents and Attorneys The board shAll have power from time to time to appoint agents or attorneys of ·the corporation in or outside Canada with such powers of management - or otherwise (including the power to sub - delegate) as may,be thought fit. s.04 Fidelity Bonds The board may at any time - re'guire any officer, employee or agent of the Corporation as the board deems advisable to furnish a bond for the faithful disch11rge of his powers and duties in such form and with such surety as - the - board may forll! time to time dete:cmine. SECTIOH SIX Protection. of Directors, Officers and others 6. 01 L1mi tation of Liability No director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or other act for conformity, or for any loss, damage· or expense happening to the Corporation through the insufficiency or deficiency of any security in or upon which any of the.monies of the Corporation shall be invested, or for any· - loss - :ror damage arising from the bankruptcy, - insolvency or tortious acts of any person with whom any of the monies, securities or effects of·the corporation shall be deposited,_ or for any loss occasioned - by any error of judgment or oversight on his part, or for •any - other - loss, damage or misfortune whatever which shall happen ·ui • - the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the _duty to act - in acco:z:dance with the Act and the regulations thereunder or from liability for anybreach thereof. 6.02 - Indemnity Subject to the Act, the Corporation shall indemnify a director or officer, a fo:z:mer director or officer, or a person.. who acts or acted at the Corporation's request as a directo: or officer of a body corporate of which the Corporation is or was a shareholder or creditor (or a person who undertakes or has undertaken any liability on behalf of the Corporation or any such body corporate), and his heirs and legal representatives,· against all costs, c:;harges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which hi! is made a party by reason of being or having been a cjirector or officer of the Corporation or such body corporate, if {a) he acted honestly and in good faith with a view to the best interests of the Corporation; and

• - 6 (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful . SECT:COH SEVER Shares 7 .01 Allotment The board may from time to time allot, or grant options to purchase, any of the authorized and unissued shares of the Corporation at such time and to such persons and for such consideration as the board shall detennine, provided that no share· shall be issued until it is fully paid as provided by the Act . 2. Commissions The board may from time to time authorize the Corporation to pay a commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares . 3. Registration of Transfer Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate representing such shares with a transfer - endorsed thereon or· delivered therewith duly executed by the registered holder or by his attorney or successor duly appointed, together with such reasonable assurance or evidence of signature, identification and authority to - transfer as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board. • 4. Transfer Agents and Registrars The board may from time to time· appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent . The board may at any time tenniD'lte any such appointment . Non - Recognition of Trusts Subject to the of • the Act, the Corporation shall treat as absolute 7.05 provisions owner of any share the person in whose name the share is registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership,

7 • - irrespective of any indication to the contraey through knowledge or notice of description in the Co : rporation' 11 records or on the share certificate . 6. Share Certificates Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non - transferable written acknowledgement of his right to obtain a share certificate, stating the numl:>er and class or series of shares held by him as shown on the register thereof. Subject to the Act, share • certificates and acknowledgements of a shareholder's right to obtain a share certificate shall be in such respective forms as the board shall from time to time approve. Any share certificate shall be signed in accordance with Section 2.01 and need not be under the co:rporate seal; provided that, unless the board otherwise determines, certificates representing shares in respect of .which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar. A share certificate shall be manually signed by at least one director or officer of the Co:rporation or by or on behalf of a registrar, transfer agent, branch transfer agent or ·Other authenticating agent of the co:rporation. Notwithstanding the foregoing a share certificate may be executed and delivered by the Co:rporation if the signatures therein are printed, engraved, lithographed or otherwise are mechanically reproduced in facsimile. A share certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at.the date of issue of the certificate. 7. Replacement of Share Certificates Where the registered holder of a share certificate claims that the share certificate has been lost, apparently destroyed or wrongfully taken, the Corporation shall issue a new share certificate in place of the original share certificate if the ownera • • (a) 110 requests before the Corporation has notice that the share certificate has been acquired by a bona fide purchaser ; . (b) files with the Co:rporation an indemnity bond sufficient in the Corporation's opinion to protect the Corporation and any transfer agent, registrar or other agent of the Corporation from any loss that any of them may suffer by complying with the request to issue a new share certificate ; and (c) satisfies any other reasonable requirements imposed by the Corporation .

• 8 8. Joint Shareholders If twO or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them . Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share . 9. Deceased Shareholders . In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be : requil : ed to make any entry in the securities register in respect thereof or to make pal'lllent of any dividends thereon except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Co : cporation and its transfer agents . SBCTIOR EI«ml' Dividends 1. Dividend Cheques A dividend payable in cash shall be paid by cheque 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 prepaid ordinary mail to such registered holder at 'his recorded address, unless such holder othe : i : wise 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 their recorded address and if more than one address appears on the register, at the first such recorded address . The mailing of such cheque . as aforesaid, unless the same is not·paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Co : cporation is required to and does withhold . 8.02 - Non - Receipt of Cheques In the event of non - receipt of any dividend cheque by the person to whom it is sent as aforesaid . , . - the - Corporation shall issue t o such person a replacement - - cheque - for a like amount on such te : cms as to indemnity, reimbursement of expenses and evidence of non - receipt and of title as the board may from time 1 : o time prescribe, whether generally or in any particular case . _ 8.03 _Co:cporation. Unclaimed Dividends Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the

shareholders listed shall be • those registered at the close of 9 SECTION HDm Meeting of Shareholders 9 . 0 l • - Annual Meetings . ·The annual meeting of shareholders shall be held at such time in each year and, sul>ject to Section 9 , 03 , at such place - as - tjle board may from time to time dete : cmine, for the purpose of there being placed before the meeting the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of .. auch other business as may properly be brought before . the meeting, 9,02 3. Place of Meetings Subject to the articles, a meeting of shareholders of the Corporation shall be held at such place in or outside Ontario as the board may determine or, in the absence of such determination, at the place where th& registered office of . the . orP,orationis located . 4. Not . ice . of Meetings Notice of the time and place of each meeting of shareholders shall be given in tne manner provided ,i . n Section 10 . 01 not . leas than 21 days nor more than 50 days before tne .. data of - -- the meeting to each director, to . the auditor and t o each shareholder who a t the close of business on the record date for notice, - if uiy, is entered in the securities register as the holder - of one or 1110 re shares carrying - the right to vote at or entitled . t o notice of the meeting . Notice of a . meeting of shareholders called for any purpose other than consideration of the financial statements and auditor's report, election of directors _and reappointment of the incumbent auditor shall state the nature .• - of such . business in sufficient detail t o permit the shareholder : to fo : cm . a _reasoned judgment thereon and shall state the text of uiy spacial resolution t o be submitted to the meeting . A shareholder may, in any manner waive notice of or otherwise consent t o a : meeting of shareholders . Special Meetings Subject to the Act, the board shall have power to call a_apecial meeting of shareholders at any time, 9.05 List of Shareholders Entitled to Notice For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged. in alphabetical order and showing the number of shares entitled to vote at the meeting held by each shareholder. If a record data for the meeting is fixed pursuant to Section 9.06, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the

quorum is not present throughout the meeting• • - 10 - business on the day illlmediately preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at .. !c; registered office or the Corporation or at the place where - .t1;1e, securities register is kept and at the place where the meeting ,J:.. held. 9. 06 Record Date for Notice The board may fix in advance a date preceding.. the date of any meeting of shareholders by not· more .than .50. days and not less than 21 days, as a record date. for j;he ·dete:cmination of the sharehol.ders entitled to notice of the meeting and notice of any such record date shall be given not less than 14 days before such record date by newspaper advertisement in the manner provided in the Act. If no ·record date is so fixed, the record date for the deteJ:lllination of the shareholders entitled to notice of the meeting shall be the close of business on the day immediately preceding·the day on which the notice is given. 9. 07 of any such of Chairman, Secretary and Scrutineers The chaiJ : JDAn meeting of shareholders shall be the first mentioned of the following officers as have been appointed and who is present at the meetings cbafrrnsn of the board, vice - chairman of the board, chief extaicutive officer, chief operating officer.,:, president or a vice - president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for the• holding of the meeting, the persons present and entitled to vote shall choose one of their number to be chai=n. If the secretary of the Corporation is absent, the chaiJ:JDAn shall appoint some person, who need not be·a .shareholder,. to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chaixman with the consent of the meeting. 9. 08 Persona Entitled to be Present The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the . directors and auditors of the Corporation· . and others who, although not entitled to vote, are entitled or required under any provision of the Act or the . articles or by - lawa to be present at the meeting . Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the . meeting . 9.09 Quorum Any two shareholders entitled to vote at a meeting of shareholders, whether present 1 n·person or represented by proxy, constitute a quorum . If a quoxum is present at the opening of a meeting of shareholders, the shareholders present may proceed with the business of the meeting notwithstanding that a

ballot. • - .ll 9 . 10 Proxies Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner . and t o the extent authorized and with the authority conferred by the proxy . A proxy shall be in writing executed by the shareholder or his attorney authorized in writing and shall conform with the requirements of the Act . 9 . ll Representative If a body corporate or association is a - shareholder of the Corporation, the Corporation shall recognize any individual authorized by a reolution of the board of directors or governing body of the body corporate or association to represent i t at JDeetings of shareholders of the Corporation . An individual s o authorized may exer!=i,se on behalf of the body corporate or association h e represents all the powers it could exercise if i t were an individual shareholder . 9 . 12 Joint Shareholders If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares but if two or more of those persons are present in person or represesnted by proxy and vote, they shall vote as one on the share jointly held by them. 9.13 Votes to Gove;n At any meeting of shareholders every question·.shall, unless otherwise required by the article s - or • by - laws or by law, be determined by the majority of the votes cast on the question. rn case of an eguality of votes either upon a show of hands or upon a poll, the chaiJ:man of the meeting shall not be entitled to a second or casting vote. • 9.14 Voting a) Voting at a meeting of shareholders shall be by show of hands - except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting. A shareholder or proxyholder may dem•nd a ballot either before or after any vote by show of hands - Upon a show of hands every person present and entitled to vote has one vote. Whenever a vote by show of hands has been taken upon a motion, unless a ballot thereon is demanded, a declaration by the chail:lnan of the meeting that the vote upon the motion has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting is prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion, and the result of the votes so taken is a decision of the shareholders of the Corporation upon the motion. A demand for a ballot may be withdrawn at any time prior to the taking of the

- - 12 - b) Upon a ballot each shareholder who is present or represented by proxy is entitled, in respect of the shares which he is entitled to vote at the meeting upon the motion, to that number of shares provided by the Ac : t or the articles in respect of those shares and·"the . ·result of the ballot is the decision of the shareholders of the 0 Co tJ,qn upon the motion . 9.15 Adjourment If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement of the adjouxnment at the meeting which has been adjourned. If a meetingof shareholders is adjourned by one or more adjournments for an aggregate of 30 days or ·more, notice of the adjourned meeting shall be given as for an original meeting. SECTION TEN RotJ.ces 10.01 Method of Giving Notices Any - notice - (which term - includes any communicailon or document) ·to .aha - given (which· - ·term includes sent, delivered or served) pursuant to - the Act, the - artilces, the by - laws_ o _ r otherwise to a shareholder, director, officer, auditor• ·or - meiiiber· of • a committee of the board shall be sufficiently given· if del.ivered ·.personally to the person to - whom it is to be given or if delivered - to his· .'recorded address or if mailed to him at - his ..recqrded - address by prepaid ordinary or air mail or if sent to him at : ,Ma . · : recorded address by means of prepaid transmitted or recorded - communication . A notice so delivered shal_l be deE!llled to .. have been given when delivered or when . deposited in a poat office or public letter box 1 and a notice so - sent by any mean Ŷ : 0 of · .: transmitted or recorded communication shall be deE!llled to have been given - ·whe - n dispatched or delivered· to the appropriate c 0111111 UDications company or agency or its representative for dispatch< . -- ·· The, aecratary may change or cause to be changed the recorded address o:t.any shareholder, director, officer, auditor or member o:f;... a - committee of the board in accordance with any infol:Jllation,believed - to him to be reliable. • 10.02 Notice to Joint Shareholders If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them . 10. 03 Computation of Time Unless otherwise provided· for in the Act, in computing the date when notice must be given under any provision requi.ring a specified number of days• notice of any meeting or other event, the date of giving the notice shall be

13 excluded and the date of the meeting or other event shall be included. - 10 .04 Undelivered Notices If any notice given to a shareholder pursuant to Section 10.01 is· returned on three consecutive occasions because he cannot be found, the Corporation· shall not be required to give any further notices to such shareholder until he info : cns the corporation in writing of his new address . • 10.os Qmf sions and Errors The accidental omission to give - any notice to any shareholder, director, officer, auditor or member of a COIDIIUttee 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 any action taken at any meeting held pursuan to such notice or otherwise founded thereon . 10. 06 Persons Entitled by Death or Operation of Law Every person who, by operation of law, trans . fer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of any share which shall have been duly given t o the shareholder from whom he derives - his·title . to such share prior t o his name and address . being . entered on • th e securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the corporation the proof of authority or evidence of his entitlement prescribed by the Act . Waiver of Notice Any shareholder (or his duly 10.07 appointed proxyholder), dil:ector, officer, auditor or member of a cOllllllittee of the board JDAY at any time waive notice, or waive or abridge the time for any notice, required to be given to him under any provision of the Act, the articles, the by - laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be, Any such waive - or abridgement shall be in writing except a waiver of notice of: - a.. - meeting. . of shareholders or of the board or of a cOIDlllittee -- of:. - the - board, which may be given in any manner. 10,08 Signature of Notice The signature of any notice to be given by - the Corporation JDAy be written or printed or partly written and partly printed.

- 14 SBC'.nOH BLEVBH Officers of Divisions 11.01 Officers of Divsions Prom time to time the board or any officer of the Corporation duly authorized may appoint one or more officers for any divsion of the business or of any branch office of the Corporation, prescribe their powers and duties and settle their te:cms of employment and remuneration. The board or any such officer may remove at its or his pleasure any officer so appointed, without prejudice to such officer's rights· under any• employment contract. Officers of such divisions or branch offices shall not, as such, be officers of the Corporation. SBC'.rIOH TlfBLVB Cc:n:pol:ate Seal. • 12.01 Corporate Seal Any person authorized to sign any document may - affix the corporate seal of the Corporation thereto, if the Corporation has a corporate seal. day of 25th l:>y - law.lh (wordpro,• sgorclon) June 20, 1988 ' ' I \

BY - IoAW HO. 2 A by - law relating to the J:,orrowing .of money and the issuing of securities by FIRSTSERVICE CORPORATION (the •coxporation•) .. - :· ·, t . - ..• t'tii •:.. • 1. BB IT BNAc.rBD as a.by - law of the Coxporation as follows, Without limiting the.borrowing powers of the Coxporation as set forth in the Businesll .C.o_rporations Act, 1982 (the "Act•) • the directors of the coxporation· may, from time to time without authorization of the shareholders.: .. borrow money upon the·: credit of the Coxporation; issue, re - issue, sell or pledge debt obligations of the Coxporation ; , . , . ,,, .. .... · .. subject to section 20 of the Act, give a guarantee ·on behalf of the Coxporation to secure performance of any obligation of any person ; and mortgage, hypothecate, pledge or otherwise - create a security interest in all . or any., property of the Coxporation, owned or subsequently acquired, to .secure any obligation of the Cotj,ora on. - - , . · - 2. The Directors JDay, from tiJlle to time, by resolution delegate any or all of the powers referred to in paragraph l of this by - law to a director, a cOllllllittee. of directors or one or (a) (b) (c) (d) . - :Jay - .s:.. Hennick ;. •.._.;J,, - ,,.· • ...· more officers· f the Corporation of.the 25th day of February, 8 . - Jays. Hennick

M ,,,,,,.,., - iliili Bank of Montreal Borrowing By•Law ; FIRSTSERVIO CORPORATION BY - I.AW Na. 3 IC RESl'ECTINO tME BOIIROWINO OF MONEY 8Y THE COll'OMTION RESOLVEO: WHEREAS it io - ry for Iha pu - of lhe Corporation to.bonow ma....,, or obtain oth1tJinandal - .,.,...on 111e ....Sit of Ille Corpo,alion fl'om time to time from one of the cha - bona of C.nade: TifEREFORE BEIT ENACTED by the DI. - of FirstService Corporation ---------------------------- ;ua&y.lawtheteof: 1. That the Oi - of Ille Co.po,_, be and they.,. hlnl> \ < - · - to,...,,_ - o - t o - financial - fnlm time to time tn,m the Bani! of MontlNI!the "llanll"l llncludlno without Uinltelion through the ia111nc:e of bllla of - ..0• dn,wn bV the CGrporatlon and ecc,aptad by Iha a.iltl u - the crtldlt oflhe Coiporalion in - - •ll)9 - f - - b'( - of 0 \ /0idiOft Ot z. That any prom - .. - , bl · of.....,._ o - r MQOlleble - llncludlno - 11>. - f In whole or In pen) ligMd"" - of lite b the y ofllclf or officen of the Corporalion eUlhorind from11metotlmetoliOn - onltaNhalfandgramedtoor_..b'(lhelallkfor....,,,..,._ bonowod and • - - - • may be lllraod u - .or -- financial ealotanc:e - nod from the lanlt tllall be binding upon lhl CG,pon,llon. . 3. That the DI - mr, from - to lime. If 111ev - flt to do to, grant. - - bl'_. , of mong1199, t,ypothecolion, plodga or - • ioo co,111ng aR .,. any of Iha PRIPll1'f and - of the C:0.pciratior , ... - · and'fulul8 • _,myfo, aft • - -- w..S bylhe - lnMn the.llriflt any_Olhlrfllbltlly of the C:O,poralion u, 111a ..,._ and any....., ffiOIIQJlte. ll)polll - 1ioo pledge or odler - mv ""811 be valid and blndlno - the Co<pc;,MloR If..,_ b' a ( ny of Illa offl..,. authv11zod to lloft nagDllllble • - on Iha c:o.i,oiatlon'a - .i,... .. . • - bly , - lrod b'( the Bink or Ito CouMei· llftll - 4. Alt.COfl1'1*, dNdl, - g - - . - Clniod lff9CI: b'( lhe - offlon of the - be •fflxod tn. - i. be_. - of tllo c:o.,o,.llon for an or of !tie - afoNAld - CG,po,alfon land - ftl ' I I JY tl!a _, 5. Tlllt IIY - l.w - - = - by Iha SllafWIOldera wU,bl inwocablo unill a - ling - By - law ""81 - 1 - COftfinnod or - = - bV 1111 Shlnhol..., - . a c:opy 11>. - f dulV - • IUllder lhe - loflhe ldallwtifwdtotllllaM. - munwhileaRlh• - and - alla,abyconfarrad llhaff continue In fo,a. I CEIITII - Y - IM foregoing ia tnle copy of 8Y - 1aw No. 3 of ofH FirstService Corporation • duly Waad by Ille 01. - of Ille 181d Corpor111on and duly COftfiffllod or ..,,ctionod by Ille Sllaroholdo,a • lheNof earoquired bylaw. AS WITNESS" Idle - of .wJ.wu..05.e - of Ille Corpomionl t111a 7 th c1ai, ,.11 88 .• Secnta,y y. MEMO