Bylaws of the Cryonics Society of Canada, Inc.

        In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

        (a) "Corporation" shall mean the Cryonics Society of Canada, Inc.;

        (b) "board" shall mean the board of directors of the Corporation;

        (c) "by-laws" shall mean this by-law and all other by-laws of the Corporation having force and effect;

        (d) "voting members" shall mean full and lifetime members;

        (e) words importing the singular number shall include the plural and vice versa; words importing the masculine shall include the feminine and neuter genders; words importing persons shall include individuals, organizations, firms, and corporations; references to sections shall refer to sections of this by-law; and

        (f) titles preceding text shall not limit or affect the interpretation of such text.

1. Membership in the Corporation shall be of three classes: associate, full, and lifetime. All members shall be entitled to receive a copy of the letters patent and by-laws of the Corporation (and all amendments and additions thereto), a copy of all meeting minutes, treasurer's reports, and auditor's reports of the Corporation, and a copy of any newsletters published by the Corporation. (Meeting minutes, treasurer's reports, auditor's reports, and newsletters published during the time an individual is a member shall be provided to that member free of charge; members wishing to obtain documents published prior to their joining may be required to pay copying and mailing charges.) Full and lifetime members shall in addition be entitled to vote at all general meetings of members, and to vote and (provided the requirements of Article IV Section 2 and any other applicable requirements of the by-laws are met) to run in all elections of the Corporation's board of directors.

2. Each class of members shall be responsible for the payment of a yearly membership fee. Lifetime members shall in addition be responsible for the payment of a one time initiation fee. The yearly membership fee of lifetime members shall at no time exceed the associate membership fee in effect at the same time. Membership fees shall be established and may from time to time be changed by the board. The board may waive or postpone an individual's fees in special circumstances (such as in cases where a person is undergoing unusual financial hardship), or may allow an individual to exchange services to the Corporation for membership dues.

3. Membership in the Corporation shall be limited to persons interested in furthering one or more of the objects of the Corporation and shall consist of anyone whose application for admission as a member is approved by the board and who pays to the Corporation the appropriate membership fee. Failure to pay a membership fee within sixty days of the time it is due shall automatically cause a person's membership to be revoked. The board of directors may authorize one or more officers to approve memberships on behalf of the board, according to the terms of the by-laws and any additional terms not inconsistent with the by-laws which the board may prescribe. Membership in the Corporation shall be non-transferable, and membership fees non-refundable.

4. Any member may withdraw from the Corporation by delivering a written resignation to any office of the Corporation or to any director of the Corporation.

1. The head office of the Corporation shall be in the city of Toronto in the province of Ontario.

1. The property and business of the Corporation shall be managed by a board of not less than three and not more than seven directors. The number of directors shall be determined and may from time to time be changed by the voting members.

2. Directors shall be individuals, not less than eighteen years of age, and shall have power under law to contract. Directors shall be voting members of the Corporation.

3. The applicants for incorporation shall become the first directors of the Corporation. At the first annual meeting of members, the board of directors then elected shall replace the provisional directors named in the letters patent.

4. A director shall hold office until his successor is elected by the voting members or until he is removed from the board by one of the circumstances described in Section 5. The board may by resolution of two-thirds of the directors fill any casual vacancy on the board arising due to any circumstances listed in Section 5 by appointment with any voting member who is qualified in accordance with Section 2. Directors so appointed by the board shall have the same powers and duties as elected directors.

5. A director shall automatically cease to be a director of the Corporation if:

        (a) he resigns by delivering written notice to the secretary of the Corporation;

        (b) he ceases to meet the requirements of Section 2;

        (c) a resolution is passed by not less than fifty percent of the total number of voting members that he be removed from office at a special general meeting of members duly called for this purpose; or

        (d) upon death.

6. The board of directors may in literature of the Corporation be designated as a board of governors.

1. The board of directors may administer 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, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.

2. The board shall have power to authorize expenditures on behalf of the Corporation from time to time for the purpose of furthering the objects of the Corporation. The board may appoint such agents and engage such employees as it deems necessary and such persons shall have such authority and shall perform such duties as shall be prescribed by the board. The board may delegate by resolution to an officer or officers the right to employ and pay salaries to employees.

3. In accordance with Section 65 of the Canada Corporations Act, the board may, by resolution sanctioned by at least two-thirds of the voting members at a meeting duly called for the purpose of considering this section of the by-law, from time to time:

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

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

        (c) issue debentures or other securities of the

Corporation;

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

        (e) 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.

4. The board shall take such steps as it may deem requisite to enable the Corporation to acquire, accept, solicit, or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

1. The board shall have power by resolution to appoint one or more directors or officers on behalf of the Corporation to sign any class of or specific contracts, documents and instruments in writing, and once signed by such directors or officers such contracts, documents and instruments in writing shall be binding on the Corporation without any further authorization or formality. Where a specific duty is assigned by resolution of the board to an officer or director by the by-laws of the Corporation, or where an officer or director volunteers to perform a specific duty on behalf of the Corporation and the board consents to the performance of such duty by such officer or director, such officer or director shall be automatically deemed to have authority to sign whatever contracts, documents and instruments in writing are reasonably required for the fulfillment of such duty until such duty is completed or until such officer or director is relieved of such duty by the board, at which time such signing authority shall cease to have any force and effect. The directors 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 stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing by any director appointed by resolution of the board.

1. The officers of the Corporation shall be a president, vice-president, secretary and treasurer and any such other officers as the board of directors may deem appropriate. More than one office may be held by the same individual.

2. Officers shall be elected by the board of directors at the first meeting of the board of directors following the annual meeting of the Corporation. In the event of an equality of votes for the candidates for an office, the office shall go to the director who has been a voting member of the Corporation the longest. If the directors in question became voting members on the same day, the issue shall be decided by lot.

3. All officers shall be directors of the Corporation. An officer shall cease to be an officer:

        (a) if he ceases to be a director;

        (b) if he is removed from his office by a two-thirds vote of the board; or

        (c) if he resigns from his office (but not from the board of directors) by delivering written notice to the secretary or the president.

1. The president shall be the chief executive officer of the Corporation. He shall preside at all meetings of the board of directors and of members. He shall have the general and active management of the affairs of the Corporation. He shall see that all orders and resolutions of the board of directors are carried into effect.

2. The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be prescribed by the board.

3. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in books belonging to the Corporation and shall deposit all monies, securities, and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meetings of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation. He shall also perform such other duties as may from time to time be directed by the board.

4. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry on the affairs of the Corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in books belonging to the Corporation. He shall give or cause to be given notice of all meetings of members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall be custodian of the seal of the Corporation, which he shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.

5. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

1. Directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties, including reasonable expenses of his attendance at board meetings, and provided further that any director who is engaged in or is a member or a firm engaged in any business or profession may act in and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the Corporation. Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor.

2. The remuneration of all officers, agents, employees and committee members shall be fixed by the board of directors by resolution.

1. Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation from and against:

        (a) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or proposed against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability, and

        (b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

1.The Corporation shall hold an annual meeting of members. At every annual meeting, in addition to any other business that may be transacted, the financial statement and the report of the auditors shall be presented and auditors shall be appointed for the ensuing year.

2. A special general meeting of members may at any time be called by the board or by a petition of thirty voting members or one-third of the total number of voting members, whichever is less, delivered to the secretary of the Corporation. A special meeting of members shall be held whenever a special election such as described in Article XIV Sections 1 and 2 is conducted. The directors may choose to have the annual meeting and any other meetings by means of teleconferencing, ICQ or other electronic means in which all participants are in electronic communication.

3. The date, time, and location of the annual meeting and all other meetings of members shall be determined by the board of directors. The annual meeting and all other meetings of members shall be held within Canada, unless the voting members decide otherwise.

4. Written notice of each annual meeting and of all other meetings of members shall be mailed or e-mailed to each voting member at least twenty one days in advance. Notice of meetings may be placed in a newsletter or any other publication which is sent to all members. Notice of any annual or other general meeting of members where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision or decisions to be taken, insofar as this is possible at the time the notices are prepared. Any member may at any time waive his right to notice of any meeting.

5. At any general meeting of members every question shall, unless otherwise required by the letters patent or by-laws of the Corporation or by law, be determined by the majority of votes cast on the question. Every voting member shall have the right to exercise one vote on each question. In the case of an equality of votes the chairman of the meeting shall have a casting vote.

6. A quorum at a meeting of members shall be three voting members present or represented by proxy, provided that at least one voting member is present in person. This requirement is waived for online meetings in which more than 3 members respond.

7. All general meetings of members shall be chaired by the president, or, in his absence or disability, by the vice-president. In the absence or disability of both the president and vice-president, the voting members shall elect a chairman from among themselves.

8. A voting member unable to attend a meeting personally may by means of a written proxy appoint a proxyholder to attend and act at a specific meeting, or at all meetings held during a specified time period, not longer than one year in duration, in the manner and to the extent authorized by the proxy. An individual may be a proxyholder for more than one member, and cast separate votes for each member he represents. A proxyholder need not be a member. Subject to the requirements of law, a proxy may be in such form as the board may from time to time prescribe or in such other form as the chairman of the meeting may accept as sufficient. A form of proxy or a reminder of the right to use a proxy shall be included with all notices of meetings of members. For all motions voted upon by e-mail, there shall be at least 72 hours from the time of the introduction of the motion until the motion is called to a vote by the President or the presiding Officer. The voting shall remain open for at least 72 hours from the distribution of the motion or until sufficient votes are received to decide the motion. After 72 hours voting may be closed at the discretion of the President as long as the period does not exceed one full week.

9. Attendance at all annual and general meetings of members shall be limited to members of the Corporation and proxyholders, auditors of the Corporation, the election commissioner of the Corporation and his aides, and individuals invited by the chairman of the meeting.

10. A mail ballot may be used in place of a meeting of members if called for by resolution of the board or by a petition of either thirty voting members or one-third the total number of voting members, whichever is less, delivered to the secretary of the Corporation, except where the Canada Corporations Act specifies that the matter be dealt with at a meeting. Ballots shall be mailed or e-mailed at least thirty days in advance, and shall contain sufficient information to permit the members to form a reasoned judgement on the decision to be taken. Notice of the date by which ballots must be returned to the Corporation shall be included on each ballot; ballots not received by the Corporation by such date shall be invalid.

1. The board of directors shall hold as many board meetings as it deems appropriate, provided that at least one meeting of the board of directors is held per year, immediately following the annual meeting of members.

2. Subject to the requirements of the by-laws, the date, time, and location of all meetings of the board of directors shall be determined by the directors. The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the board fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting. Notice of all other meetings of the board should be delivered to each director at least forty eight hours in advance of the meeting. Notice shall be in writing, and may be delivered by mail, telegram, courier, telefax machine, computer modem, or by any other means deemed acceptable by the secretary. Notice may be included in any newsletter or other publication of the Corporation which is sent to all directors. Notice delivered by regular mail should be mailed at least fourteen days in advance. Any director may at any time waive his right to notice of any meeting.

3. At all meetings of the board, except where otherwise provided in the by-laws, every question shall be decided by the majority of the votes cast on the question. Each director is authorized to exercise one vote on every question. In case of an equality of votes the chairman of the meeting shall have a casting vote.

4. Fifty percent of the directors shall form a quorum for the transaction of business at a meeting of directors, including e-mail contact.

5. Written resolutions may be used in place of board meetings where one hundred percent of all directors sign. Proxy voting and mail ballot may not be used at or in place of board meetings. Ballots sent to the Secretary by e-mail are acceptable.

6. Any director may include in the minutes of a board meeting a statement explaining or defending his reasons for supporting a motion which is not passed by the board, provided that if such a statement exceeds one page in length, the said director may be required by the board to pay for the expense added by the statement to the cost of printing and/or mailing of the said minutes to the members of the Corporation.

7. If all directors consent thereto generally or in respect of a particular meeting, a director not able to attend a board meeting personally may participate by telephone or any other communication facility, provided that he can be heard simultaneously by all the other directors present and that the other directors can simultaneously hear him. A director participating by such means shall be deemed present at the meeting.

8. All meetings of the board shall be chaired by the president, or, in his absence or disability, by the vice-president. In the absence or disability of both the president and vice-president, the directors present shall elect a chairman from among themselves.

9. Attendance at meetings of the board shall be limited to directors of the Corporation and individuals invited by the board.

1. An election of the board of directors shall be held every two years at an annual meeting of members. Notice of the election shall be mailed or e-mailed to all voting members of the Corporation not less than sixty days in advance of the election. Voting may be done either by mail ballot, e-mail or in person at the meeting. Ballots shall be mailed at least thirty days in advance of the election, and shall contain the names of all qualified voting members who have informed the election commissioner of their intention to run, as well as seven blank spaces for write-ins. Ballots not received by the date of the election shall be invalid.

2. Every voting member shall be entitled to cast seven votes. Ballots sent to the Secretary by e-mail are acceptable. No more than one vote may be cast for any single individual. Positions on the board shall go to the voting members qualified in accordance with Section 8 who receive the greatest number of votes. In the event of an equality of votes, a by-election shall be held among the voting members and proxyholders present at the meeting. If a tie occurs in the by-election, the election commissioner shall have a casting vote.

3. Members elected to a position on the board must affirm their acceptance of such position on the board before the end of the meeting of members at which the election is held. Affirmation may be given verbally in person at the meeting or by any means of communication approved by the voting members present. The Corporation shall be under no obligation to notify members not present at the meeting who have received enough votes to qualify for a position on the board that they have so qualified. Affirmation shall be considered automatic where a member has provided written notice of his wish to run in the election to the election commissioner or verbally in person at any meeting of members or to the board prior to the election, unless the member explicitly declines to serve on the board before the end of the annual meeting.

1. A special election of the board of directors shall be held:

        (a) if called by either a vote of two-thirds of the directors; or

        (b) if requested by a petition of either thirty voting members or one-third of the total number of voting members, whichever is less, delivered to the secretary of the Corporation.

2. Special elections called shall be governed by the same rules as annual elections.

1. No accidental omission or error in giving notice of any annual or special general meeting of members or of any meeting of the board of directors, or of any adjourned general meeting of members of adjourned meeting of the board, to any member, director, auditor, committee member, or any other person, or the non-receipt of any such notice by any such person, shall invalidate such meeting or make void any proceedings taken thereat.

2. No accidental omission or error in the delivering of any ballot, including any election ballot, to any member, or the non- receipt of any such ballot by any such member, shall invalidate or make void any election or any resolution made by the members by such ballot.

3. For purposes of sending notice of any meeting or any ballot or other written communication or document, the address of any member, director, auditor, committee member, or other person shall be his last address recorded in the books of the Corporation.

1. The voting members shall every two years at an annual meeting of members appoint an election commissioner. The duties of the election commissioner shall consist of the preparation and mailing of ballots for all elections, of counting ballots and of counting votes cast in person at any meeting of members at which an election is held, and any other duties prescribed by the board or required by the by-laws in connection with any regular or special election. Unless resolved otherwise by one hundred percent of the voting members and proxyholders present at the annual meeting, the election commissioner shall be a member of the Corporation and, while serving as election commissioner, shall be prohibited from running on any position on the board. The members may appoint one or more aides to assist the election commissioner. The election commissioner and his aides may be paid reasonable compensation for their services, which shall be fixed by the board of directors. Any vacancy in the office of election commissioner may be filled at any time by resolution by the voting members.

1. The board of directors may appoint committees and advisory boards whose members shall hold their offices at the will of the board of directors and whose duties shall be such as the board requires of them.

1. The voting members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation who will hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of auditor. The auditor need not be a professional accountant but may not be a director, officer or employee of the Corporation, or be associated with any director, officer or employee of the Corporation, unless one hundred percent of the voting members and proxyholders present at the annual meeting have consented. The remuneration of the auditor shall be fixed by the board of directors.

1. Unless otherwise ordered by the board of directors the fiscal year-end of the Corporation shall be March 31st.

1. The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

1. The By-Laws of the Corporation not embodied in the letters patent may be repealed, added to, or amended by a two-thirds vote of the voting members. All voting members shall be entitled to vote by e-mail, mail ballot or in person at a general meeting of the members. Mail ballots shall contain or be accompanied by the existing wording and proposed new wording of all sections of the by-laws for which amendment is being considered, the proposed wording of any new by-laws or sections for which approval is being considered, and the wording of any existing by-laws or sections of by-laws for which repeal is being considered. Ballots shall be mailed at least thirty days in advance of the date of the meeting at which the by-law repeal, addition, or amendment is to be considered, and shall contain notice that ballots must be returned by the date of such meeting. Ballots not received by the Corporation by the date of such meeting shall be invalid.

1. By-laws enacted by the Corporation which constitute an amendment to (by substitution or addition), or repeal of, the existing general by-law of the Corporation or which involve matters which are related to Section 155(2) of the Canada Corporations Act shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained. Ministerial approval shall not be sought until such enactment by the voting members has taken place.

1. The board of directors may prescribe, amend, and repeal such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient. Notice of the adoption, amendment, or repeal of all rules and regulations shall be promptly sent to all members of the Corporation, and any rule or regulation may be repealed by majority vote of the voting members at any annual or general meeting of members.

1. The seal, an impression whereof is stamped below, shall be the seal of the Corporation.

        IN WITNESS WHEREOF we have hereunto set our hands at the City of Toronto, in the Province of Ontario, this 5th day of May, 1991.

                              DOUGLAS QUINN

                              SCOTT MAYNARD

                              BEN BEST

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