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

      BOY SCOUTS OF CANADA

           BY-LAW NO. 2




ARTICLE VI - COMMITTEES and TASK GROUPS

(a)  Committees and Task Groups

     The Corporation shall have Three (3) standing committees, namely,
     a Nominating Committee, Audit Committee and a Governance Committee.
     By resolution, the Board of Governors may establish other committees
     and task groups as deemed appropriate and shall assign duties to them
     on such terms and conditions as the Board of Governors may determine.

     Unless otherwise determined by resolution of the Board of Governors,
     each of the Chief Commissioner and the Executive Commissioner
     & Chief Executive Officer (CEO) shall be an ex-officio member of all
     committees/task groups of the Corporation, except the Nominating
     Committee in which case only the Executive Commissioner & Chief
     Executive Officer (CEO) shall be an ex-officio member.

     Except where membership is prescribed, each committee/task group shall
     be empowered to obtain voluntary assistance, as required, and shall
     be encouraged to include at least one youth Member (under twenty-seven
     (27) years of age as at September 1).

     Unless the Board of Governors otherwise by resolution determines, each
     committee/task group shall be comprised of not more than nine (9) and
     not less than five (5) members, including the Chief Commissioner and
     the  Executive Commissioner & Chief Executive Officer (CEO) and a
     quorum of each such committees/task groups shall be a majority of
     its members.

(b)  Nominating Committee

     Each year the Chief Commissioner shall ensure that a Nominating
     Committee is formed by the Board of Governors and carries out its
     responsibilities.

     The Nominating Committee shall report to the Members and shall be
     chaired by the Past Chief Commissioner. Should no former Chief
     Commissioner be willing and able to serve, the Board of Governors
     shall appoint a chair of the Nominating Committee.



     The Nominating Committee shall be comprised of the following:

     (i)   the chair;

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

     (iii) two (2) Commissioners; and

     (iv)  three (3) members at large one (1) of which will be a youth
           Member (under the age of twenty-seven (27) years of age at
           September 1.



     The Nominating Committee shall prepare for presentation to the annual
     general meeting of Members in each year a list of:

     (i)   Officers, namely, Chief Commissioner, Vice Chair - Finance,
           Vice Chair - Strategic, Past Chief Commissioner and
           Honorary Legal Counsel;

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

     (iii) Honorary Members if deemed appropriate.

     At least sixty (60) days prior to the annual general meeting of
     Members, the chair of the Nominating Committee shall circulate to the
     Voting Members by mail and/or by electronic means the nominations of
     the Nominating Committee for positions on the Board of Governors
     accompanied by a curriculum vitae for each such nominee.

     Additional nominations for positions on the Board of Governors may be
     made provided that (A) each nomination is signed by five (5) Voting
     Members and is accompanied by a curriculum vitae and a written
     confirmation from the nominee acknowledging that he/she is willing to
     serve and that he/she has an understanding of the position to which
     he/she has been nominated and (B) such additional nominations are
     presented to the chair of the Nominating Committee, care of the
     national office of the Corporation, twenty-five (25)
     days prior to the date of the annual general meeting of Members.



     At least fourteen (14) days prior to the annual general meeting of
     Members, the chair of the Nominating Committee shall circulate to the
     Voting Members by mail and/or by electronic means the names of the
     additional nominees along with their curriculum vitae and the names
     of their nominators.



(c)  Audit Committee

     Each year the Chief Commissioner shall ensure that an Audit Committee
     is formed by the Board of Governors and meets at least once a year.

     The Audit Committee shall present an annual report at each annual
     general meeting of Members.

     The Audit Committee shall be comprised of a minimum of four (4) and a
     maximum of six (6) members and may include a majority who are not
     members of the Board.  A member of the Board of Governors shall be
     named as Chair.  No Officer or employee of the Corporation may be a
     member of the Audit Committee.

     The principal responsibilities of the Audit Committee shall be, but
     not limited to, the following:

     (i)   annually meet with the Corporation's auditors to review their
           audit of the Corporation's financial accounts and records and
           the audited financial statements of the Corporation;

     (iii) reviewing any recommendations put forward by the Corporation's
           auditors and management's response to such recommendations;

     (iv)  annually recommending to the Members the appointment of an
           auditor for the Corporation; and

     (v)   performing other reviews and preparing recommendations as
           requested by the Board of Governors.

(d)   Governance  Committee

      A committee of the Board of Governors comprised of the Chief
      Commissioner, who will serve as Chair,  Vice Chair -  Strategic,
      Vice Chair - Finance, Executive Commissioner and Chief Executive
      Officer (CEO) and one other member of the Board appointed by the
      Chief Commissioner.

      The Governance Committee reviews, reports and where appropriate
      provides recommendations to the Board on matters of corporate
      governance including but not limited to:


      (i)    Matters affecting the Board itself:

             -  reports to the Board on the effectiveness of the
                Board in the discharge of its duties

             -  reviews standards of performance, performance and
                tenure of governors

             -  assists governors through surveys to assess their
                individual performance on the Board

             -  assists newly appointed Board members in becoming
                acquainted with the Corporation and its governance
                process

             -  assists the Chief Commissioner with Board agendas
                and other pertinent processes

      (ii)   Matters affecting  Management Oversight:

             -  periodically reviews the implementation of policy by
                Management throughout the Corporation, to assess the
                effectiveness of its execution

             -  reviews the Management Business Plan and recommends
                acceptance to the Board

             -  reviews any major changes to the Corporation and
                makes recommendations to the Board

      (iii)  Matters affecting the Executive Commissioner and
             Chief Executive Officer (CEO)
             -  assists the Chief Commissioner in evaluating the
                performance of the Executive Commissioner and
                Chief Executive Officer (CEO)


      (iv)    Matters affecting Strategy and Long Term Planning:

              -  assists Vice Chair - Strategic to develop and keep
                 current on behalf of the Corporation, the longer term
                 strategic direction and longer term plans for the
                 Corporation and recommends changes to the Board as
                 appropriate


ARTICLE VII - INDEMNITY AND INSURANCE

(a)  Indemnity - The Corporation shall indemnify and save harmless each
     Officer; and member of the Board of Governors and his/her heirs,
     executors and administrators against all costs, charges and expenses,
     including an amount paid to settle an action or satisfy a judgement
     reasonably incurred by that Officer or member in respect of any civil,
     criminal or administrative action or proceedings to which he/she has
     been made a party by reason of being an Officer or member of the Board
     of Governors:

     (i)  that Officer or member of the Board of Govenors acted honestly
          and in good faith with a view to the best interests of the
          Corporation; and
     (ii) in the case of a criminal or administrative action or
          proceeding that is enforced by a monetary penalty, that
          Officer or member of the Board of Governors had reasonable
          grounds for believing that his/her conduct was lawful.

(b)  Insurance - The Corporation may purchase, maintain and participate in
     such insurance for the benefit of the Officers and members of the
     Board of Governors as the Board of Governors may from time to time
     determine.


ARTICLE VIII  - EXECUTION OF CONTRACTS, DOCUMENTS AND INSTRUMENTS

(a)  Execution of Contracts, Documents and Instruments - The Board of
     Governors shall have power from time to time by resolution to appoint
     any individual(s) who shall be empowered on behalf of the Corporation
     to sign specific contracts, documents and instruments in writing.
     All contracts, documents and instruments in writing so signed
     shall be binding upon the Corporation without any further
     authorization or formality. The Board of Governors may give the
     Corporation's power of attorney to any registered dealer
     in securities for the purposes of the transferring of and dealing
     with any securities owned by the Corporation.


ARTICLE IX  - AUDITORS

(a)  Auditors - 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 Board of Governors may fill any
     vacancy in the office of auditor. The remuneration of the auditor
     shall be fixed by the Board of Governors.


ARTICLE  X - BOOKS AND RECORDS

(a)  Books and Records - The Board of Governors shall ensure that all
     necessary books and records of the Corporation required by the by-laws
     of the Corporation or by applicable law, are regularly and properly
     kept.


ARTICLE XI - TRANSITION

(a)  Past Chief Commissioner -  From the conclusion of the meeting of
     Members at which this By- Law No. 2 is sanctioned through to the
     earlier to occur of (i) the resignation or removal from office of the
     Chair of the Board and (ii) the conclusion of the third annual
     meeting of Members following such meeting, the position shall be
     filled by the most immediate Past Chair of the Board willing and able
     to serve.


ARTICLE  XII - AMENDMENTS

(a)  Amendments - By-Laws of the Corporation may be amended or repealed by
     a By-Law enacted by the Board of Governors and sanctioned by an
     affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the
     Voting Members at a meeting duly called, on not less than sixty (60)
     days' notice, for the purpose of considering the said By-Law.


ARTICLE  XIII  - REPEAL

(a)  Repeal - Upon this By-Law No. 2 coming into force, By-Law No. 1 of
     the Corporation is repealed provided that such repeal shall not
     affect the previous operation of such By-Law or affect the validity
     of any act done or right, privilege, obligation or liability acquired
     or incurred under the validity of any contract or agreement made
     pursuant to such By-Law prior to its repeal.


ARTICLE  XIV - INTERPRETATION

(a)  Interpretation - In this By-Law No. 2 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.

(b)  Translation -The Board of Governors shall ensure that the By-Laws of
     the Corporation or any approved amendments are translated to French
     or English, as the case may be, within a reasonable period of time.
     Should there be any inconsistency between the two texts,
     reference shall be made to the original text adopted by the Members.


May 21, 2002