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

      BOY SCOUTS OF CANADA

           BY-LAW NO. 2



ARTICLE V - BOARD OF GOVERNORS

(a)  Responsibilities - The property and business of the Corporation shall
     be managed by an executive committee called the Board of Governors.
     The Board of Governors shall 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, except as otherwise
     specifically provided herein, shall exercise all such other powers
     and do all such other acts and things as the Corporation is by its
     Act of incorporation or otherwise authorized to exercise and do.
     Without limiting the foregoing, the Board of Governors shall have
     power to authorize expenditures on behalf of the Corporation from
     time to time. Also without limiting the foregoing, the principal
     responsibilities of the Board of Governors shall be the following:

     (i)     ensuring that the Corporation adheres to its mission and to
             its principles and methods in force from time to time;

     (ii)    ensuring strategic planning is done and guiding its
             development;

     (iii)   ensuring that appropriate structures are in place to ensure
             that the policies of the Corporation are carried out;

     (iv)    developing and maintaining fiscal responsibility at all levels
             in the Corporation including, without limitation, approval of
             the annual budget of the Corporation;

     (v)     ensuring a risk management program is in place and monitoring
             its results;

     (vi)    ensuring that an effective and responsible management team is
             in place and overseeing its activities ;

     (vii)   ensuring that the work performed by the Board of Governors is
             transparent and that it is well communicated to its Members,
             to the parents of its Members (where applicable) and others
             as deemed appropriate;

     (viii)  ensuring that appropriate succession planning is in place at
             the Board of Governors and senior management levels;

     (ix)    preparing an annual report for presentation to the annual
             general meeting of Members;

     (x)     ensuring that audited financial statements are prepared and
             presented to the annual general meeting of Members; and

     (xi)    recommending the appointment of an auditor to the annual
             general meeting of Members.

(b)  Composition - The Board of Governors shall be comprised of the
     following, each of whom shall be at least eighteen (18) years of age
     and have power under law to contract:

     (i)     Chief Commissioner;

     (ii)    Executive Commissioner & Chief Executive Officer (CEO);

     (iii)   Vice Chair of the Board - Strategic;

     (iv)    Vice Chair of the Board - Finance;

     (v)     seventeen (17) individuals with at least one (1) individual
             from each Province and four (4) of the seventeen (17) must be
             youth members (under twenty-seven (27) years of age at
             September 1);

     (vi)    Honorary Legal Counsel; and

     (vii)   the Past Chief Commissioner.

(c)  Other Offices - No member of the Board of Governors shall hold
     concurrently the office of chair of a board, president, vice-president,
     treasurer, commissioner, deputy commissioner or assistant commissioner
     at any level in Boy Scouts of Canada except as otherwise provided in
     this By-Law No. 2.

(d)  Term of Office - The term of office of each member of the Board of
     Governors shall commence on the termination of the annual general
     meeting of Members at which such member was elected and shall end at
     the conclusion of the next succeeding annual general meeting of
     Members.  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) shall be elected by the Voting Members at each annual
     general meeting of Members for a term of one (1) year.  No member of
     the Board of Governors, other than the Executive Commissioner & Chief
     Executive Officer (CEO) who shall hold office for such term as may be
     set out in the employment agreement referred to in Article IV(b), and
     the most recent Past Chief Commissioner of the Board shall be eligible
     to serve more than three (3) consecutive one (1) year terms in any
     one (1) office.

(e)  Vacancy - The office of a member of the Board of Governors shall be
     automatically vacated:

     (i)   if he/she resigns his/her office by delivering a written
           resignation to the secretary of the Corporation in care of the
           national office of the Corporation;

     (ii)  if he/she is found by a court to be of unsound mind;

     (iii) if he/she becomes bankrupt or is unable to pay his/her debts
           as they become due;

     (iv)  if at a special general meeting of the Members, a resolution
           is passed by at least sixty-six and two thirds percent
           (66 2/3%) of the Voting Members present at such meeting that
           he/she be removed from office; or

     (v)   on death.

     Where a position on the Board of Governors becomes vacant by death,
     resignation or inability to serve, the Board of Governors may appoint
     a person to fill the vacancy until the dissolution or adjournment of
     the next annual general meeting of Members.  Where a position has
     been filled within six (6) months from the date of the previous
     annual general meeting, the appointee shall be deemed to have served
     a term. An appointee whose term commences later than six (6) months
     following the date of the previous annual general meeting, shall be
     deemed not to have served a term.

     If a vacancy occurs which is not filled by the Board of Governors, the
     members of the Board of Governors remaining in office may exercise all
     the powers of the Board of Governors provided that a quorum of the Board
     of Governors is elected or remains in office as the case may be.



     A retiring member of the Board of Governors whose resignation
     stipulates that it is not to be effective until a certain meeting of
     the Board of Governors or the Members shall remain in office until
     the dissolution or adjournment of the meeting at which his/her
     resignation is to be effective.

(f)  Meetings - The Board of Governors shall meet at least two (2) times
     per year.

(g)  Telephone Calls - If all members of the Board of Governors consent
     thereto in advance, generally or in respect of a particular meeting,
     and all such members have equal access, a member of the Board of
     Governors may participate in a meeting of the Board of Governors by
     means of such conference telephone or other communications facilities
     as permit all persons participating in the meeting to hear each other,
     and a member of the Board of Governors participating in such a meeting
     by such means is deemed to be present at the meeting. The secretary
     shall ensure each particular meeting is handled in a secure fashion.
     Quorum shall be established by a verbal roll call conducted by the
     secretary at the beginning of each particular meeting. Each vote cast
     by a member of the Board of Governors participating by teleconference
     call shall be recorded in the minutes by the secretary.

(h)  Quorum - A quorum at any meeting of the Board of Governors shall be
     fifty percent (50%) plus one (1) of the members of the Board of
     Governors in office at the time.

(i)  Resolutions - A resolution, if signed by all members of the Board of
     Governors, shall be as valid as if passed at a meeting of the Board
     of Governors.

(j)  Notice - Meetings of the Board of Governors may be held at any time
     and place to be determined by the Board of Governors, provided that
     forty-eight (48) hours written notice of such meeting shall be given,
     other than by mail, to each member of the Board of Governors. Provided
     further that, if notice is given by mail, such notice shall be mailed
     at least fourteen (14) days prior to the meeting. No notice of a
     meeting of the Board of Governors shall be required if all members of
     the Board of Governors are present and waive notice, or if those
     absent have signified their consent to the meeting being held in
     their absence. No error or omission in giving notice of any meeting
     of the Board of Governors or any adjourned meeting of the Board of
     Governors shall invalidate such meeting or make void any proceedings
     taken thereat and any member of the Board of Governors 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 secretary that notice has been given shall be
     sufficient and conclusive evidence of the giving of such notice. The
     Chief Commissioner may, and shall upon written requisition of
     not less than a majority of the members of the Board of Governors,
     call a meeting of the Board of Governors.

(k)  Voting - Each member of the Board of Governors shall be entitled to
     exercise one (1) vote at each meeting of the Board of Governors.
     Except as expressly provided herein, at all meetings of the Board of
     Governors, every question shall be determined by a majority of votes
     cast at the meeting. A declaration by the chair 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 of or against
     such resolution.

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

(m)  Board of Governors Remuneration - The members of the Board of
     Governors shall serve as such without remuneration and no such member
     shall directly or indirectly receive any profit from his/her position
     as such, provided that such a member may be paid reasonable
     expenses incurred by him/her in the performance of his/her duties.
     Nothing contained herein shall be construed to preclude any such
     member from serving the Corporation as an Officer or in any other
     capacity and receiving compensation therefor.

(n)  Finances - The Board of Governors shall take such steps as they may
     deem requisite to enable the Corporation to acquire, accept, solicit
     or receive legacies, gifts, grants, settlements, bequests, endowments,
     payments and donations of any kind whatsoever for the purpose of
     furthering the objects of the Corporation. The Board of Governors
     shall have the power to enter into a trust arrangement with a trust
     company for the purpose of creating a trust fund in which the capital
     and interest may be made available for the benefit of promoting the
     interest of the Corporation in accordance with such terms as the
     Board of Governors may determine.

(o)  Borrowing - The Board of Governors may from time to time:

     (i)   borrow money upon the credit of the Corporation;

     (ii)  limit or increase the amount to be borrowed;

     (iii) issue debentures or other securities of the Corporation;

     (iv)  pledge or sell such debentures or other securities for such
           sums and at such prices as may be deemed expedient; and

     (v)   secure any such debentures, or other securities, or any other
           present or future borrowing or liability of the Corporation  ,
           by mortgage, hypothec, charge or pledge of all or any
           currently owned or subsequently acquired real and personal,
           movable and immovable, property of the Corporation, and the
           undertaking and rights of the corporation.

     The Board of Governors may delegate such powers to the Officers or
     certain members of the Board of Governors to such extent and in such
     manner as the Board of Governors may, by resolution, determine.
     Nothing herein limits or restricts the borrowing of money by the
     Corporation on bills of exchange or promissory notes made, drawn,
     accepted, or endorsed by or on behalf of the Corporation.