Subject: Draft By-Law No. 2, I - III
May 21, 2002

      BOY SCOUTS OF CANADA

           BY-LAW NO. 2


ARTICLE  I  - GENERAL

(a)  Name - The name of the corporation is Boy Scouts of Canada. For
     convenience of reference in this by-law the corporation is sometimes
     called the "Corporation."

(b)  Corporate Seal - The seal, an impression of which is stamped in the
     margin hereof, shall be the seal of the Corporation.  The seal of the
     Corporation shall be kept in the custody of the Executive Commissioner
     & Chief Executive Officer (CEO) or such other person or persons as
     may be designated by resolution of the Board of Governors.  All
     papers or documents required to be sealed on behalf of the
     Corporation shall be sealed in the presence of such person or persons.

(c)  Head Office - The head office of the Corporation shall be in the
     City of Ottawa, in the Province of Ontario.

(d)  Financial Year - Unless otherwise determined by resolution of the
     Board of Governors, the financial year-end of the Corporation shall
     be August 31.

(e)  Policies - The Board of Governors may, establish and amend policies
     relating to the business and affairs of the Corporation including
     its divisions, all councils and local groups and sections.

(f)  Definitions - Defined terms used in this By-Law No. 2 shall have the
     meanings ascribed to them in the policy established by the
     Board of Governors entitled "Structure, Roles and Responsibilities"
     as the same may be amended from time to time.

(g)  Priorities - This By-Law No. 2 shall be consistent with the
     Act of the Canadian Parliament pursuant to which the Corporation was
     incorporated, as amended from time to time (the "Act").  In the event
     of any conflicts or inconsistencies, the provisions of the Act shall
     govern.

ARTICLE II  -  MEMBERS

(a)  Categories of Membership - Membership in the Corporation shall be
     divided into three classes.  Persons within such classes are referred
     to herein individually as a "Member" and collectively as the "Members."  The classes are as follows:

     (i)   Ordinary Members - An Ordinary Member shall be any person who
           subscribes to the Mission, Principles, Practices and Methods
           of the Corporation, and who:

           A.  Falls into one of the following categories:
               a.  any youth (under twenty-seven (27) years of age on
                   September 1) in a Program Section;
               b.  any Activity Leader or Scouter - in Training;
               c.  any adult leader, Service Team member, or
                   Commissioner;
               d.  any member of a Group Committee, Section Committee
                   or auxiliary;
               e.  any member of the Board of Governors, a Division or
                   any Council;
               f.  any member of a standing committee of a Division or
                   a Council;
               g.  any member of a BP Guild not otherwise registered as
                   an Ordinary Member of Boy Scouts of Canada; and

           B.  Pays the membership and national insurance fee established
               from time to time by the Board of Governors (or has such
               fees paid for him or her).

              In addition, all individuals employed as executive staff,
              as defined in the "Scouts Canada Personnel Policy" of the
              Corporation, shall be Ordinary Members of the Corporation.

              Ordinary Members shall be entitled to receive notice of, in
              the manner set forth in Article III, and attend, but not vote
              at, all meetings of Members.

     (ii)  Honorary Officers and Members - The Voting Members may elect as
           an Honorary Officer or Honorary Member of the Corporation any
           person they may deem suitable. The number of Honorary Officers
           shall not exceed twelve (12).

     (iii) Voting Members - The Voting Members of the Corporation shall be:

           (a)  three (3) representatives, one of whom must be a youth member
                (under twenty-seven (27) years of age on September 1) from
                each Council, named by each such Council;

           (b)  the members of the Board of Governors;

           (c)  one (1) representative from the Salvation Army Scout
                Association, appointed by such Association;

           (d)  three (3) representatives from L'Association des Scouts
                du Canada, appointed by L'Association des Scouts du Canada;

           (e)  three (3) representatives from the Canadian Council of BP
                Guilds, appointed by the Canadian Council of BP Guilds; and

           (f)  all Honorary Officers.

           The names of all appointees must be submitted by the applicable
           persons to the Chief Commissioner care of the national office of
           the Corporation by no later than seventy-five (75)days prior to
           the date of the annual general meeting of Members in each year.

           Voting Members shall serve in such capacity for the period
           (i) commencing on the termination of the annual general meeting of
           Members immediately following their appointment, in the case of
           appointees, or at which they are elected, in the case of members
           of the Board of Governors, Honorary Officers and (ii) ending at the
           conclusion of the next succeeding annual general meeting of
           Members.

           Voting Members shall be entitled to receive notice of, in the
           manner set forth in Article III, and attend and vote at all
           meetings of Members.

(b)  Resignation - Any Member may withdraw from the Corporation by
     delivering a written resignation addressed to the Corporation and
     delivered to the Secretary of the Corporation care of the national
     office of the Corporation.

(c)  Removal - Any Member may be removed as a Member by resolution of the
     Board of Governors and shall be removed as a Member if he or she is
     included in the Confidential List maintained pursuant to the
     provisions of Administrative Procedure No. 3 of the Corporation.

(d)  Membership Not Transferable - except as provided in paragraph (f) of
     Article II,  the interest of a Member in the Corporation is not,
     directly or indirectly, transferable.


ARTICLE  III - MEETINGS OF MEMBERS

(a)  Meetings - Meetings of the Members shall be either an annual general
     meeting or a special general meeting. The annual general or any
     special general meeting of Members shall be held at a time and place
     to be fixed by the Board of Governors.

(b)  Business at Annual General Meetings - The following business shall be
     transacted at each annual general meeting:

     (i)     receipt and consideration of reports including the
             Corporation's annual report;

     (ii)    receipt and consideration of the financial statement and
             auditor's report for the preceding year;

     (iii)   election of Honorary Officers and Honorary Members;

     (iv)    recommendation to the Chief Scout of  an individual to fill
             the position of Chief Commissioner;

     (v)     appointment of Officers and election of members of the Board
             of Governors (except for the  Executive Commissioner &
             Chief Executive Officer (CEO), who is appointed by the Board
             of Governors, and the Chief Commissioner), who is appointed
             by the Chief Scout;

     (vi)    appointment of an auditor or auditors; and

     (vii)   consideration and, if deemed appropriate, approval of any
             matter placed before it by the Chief Commissioner on behalf
             of the Board of Governors.

     As well, the Members may consider and transact any business which the
     Members under applicable law are authorized to transact.

(c)  Notice - Written notice of the time and place of any annual general
     meeting of the Members shall be given by the secretary at least sixty
     (60) days before the date of such annual general meeting (a) to the
     Voting Members by mail or electronic means and (b) to the
     Ordinary Members by publishing the same in the Canadian Leader
     magazine.

     Written notice of the time and place of any special general meeting
     of the Members shall be given by the secretary at least thirty (30)
     days before the date of such special general meeting (a) to the
     Voting Members by mail or electronic means and (b) to the Ordinary
     Members by publishing the same in both an English and a French
     language newspaper which has wide distribution in Canada.

     Sufficient information shall be provided to the Voting Members at
     least thirty (30) days prior to any meeting, to permit the
     Voting Members to form a reasoned judgment on any matter to be
     considered at such meeting.  No error or omission in giving notice
     of any annual general or special general meeting or any adjourned
     meeting, whether annual general or special general, shall invalidate
     such meeting or make void any proceedings taken thereat and the
     Voting Members may at any time waive notice of any such meeting
     and may ratify, approve and confirm any or all proceedings taken or
     had thereat.  The statutory declaration of the Chief Commissioner
     that notice has been given shall be sufficient and conclusive
     evidence of the giving of such notice.

(d)  Special General Meetings - Special general meetings of the Members
     may be called by the Chief Commissioner with the consent of the
     Board of Governors and shall be called by the Chief Commissioner upon
     the written request of a minimum of twenty (20) Voting Members of
     the Corporation.

(e)  Quorum - A quorum at any meeting of Members shall be fifty percent
     (50%) plus one (1) of the Voting Members of the Corporation or
     their substitutes.

(f)  Substitute Voting Member - Should a Voting Member, except an
     Honorary Officer, be unable, for any reason, to attend a meeting of
     Members, a substitute designated by (i) the person which appointed
     such Voting Member, in the case of appointees, and (ii) by the
     Board of Governors, in the case of a member of the Board of Governors,
     may attend and act in such Voting Member's stead.

(g)  Voting - Except as expressly provided herein, at all meetings of the
     Members, every question shall be determined by a majority of votes
     cast by the Voting Members at the meeting.  A declaration by the
     Chief Commissioner of the meeting that a resolution has been carried
     and an entry to that effect in the minutes shall be prima facie proof
     of the fact without proof of the number or proportion of the votes
     recorded in favor or against such resolution.

     No Voting Member or substitute may exercise more than one (1) vote
     on any issue coming before the meeting.

(h)  Minutes - The acts or proceedings of meetings of Members shall be
     adopted by resolution and shall be entered in a minute book and
     confirmed at the next meeting of Members.