By-Laws

BY LAW NO. 1: A by law relating generally to the conduct of the affairs of GIST Sarcoma Life Raft Group, Canada (the "Corporation")

BE IT ENACTED as a by law of the Corporation as follows:

1) Gastrointestinal stromal tumor (GIST) is an uncommon cancer of the gastrointestinal tract. The treatment of this cancer, especially by targeted chemotherapy, has improved greatly, but it remains a serious, life-threatening condition. The mission of the GIST Sarcoma Life Raft Group, Canada is to work to ensure the survival of Canadian GIST patients and to assist patients and care givers in maintaining the quality of their lives. The Corporation is an independent Canadian not for profit organization that works cooperatively with the Life Raft Group USA and other groups around the world that have allied objectives. To accomplish its mission, the Corporation will:

(a) increase awareness of GIST, including its diagnosis and treatment, both among the public and among health care professionals;

(b) provide workshops and seminars on topics related to GIST and its treatment;

(c) provide advice, assistance, and support to GIST patients and their care givers;

(d) establish support groups for those affected by GIST;

(e) support GIST Research in Canada by gifting funds to other registered charities, or to organizations that are otherwise qualified donees as defined in subsection 149.1(1) of the Income Tax Act.

(f) To solicit, accept, receive, acquire by purchase, lease agreement, grant, donation, legacy, gift, bequest or otherwise any kind of real or personal property and to enter into and carry out agreements, undertakings and conditions in connection therewith. To receive and maintain a fund or funds and to apply from time to time all or any part thereof and/or pay income therefrom for the above charitable purposes;

(g) To use, apply, give, devote, accumulate or distribute from time to time any part of the fund or funds of the corporation and/or the income therefrom for the above charitable purposes by such means as may from time to time seem expedient to its directors, including the support within Canada of research, scholarships, publications, education and programs in the aid of any research activities, programs, charitable agencies and charitable institutions that are registered charities under the Income Tax Act, R.S.C. 1985, c.(5th Supp.);

(h) To acquire by purchase, lease, devise, gift or otherwise any kind of real or personal property and to hold such real property or interest therein as is determined by the Directors of the Corporation to be reasonably necessary for the actual use and occupation of the Corporation or for carrying on its charitable undertaking and to sell and dispose of and convey the same or any part thereof from time to time and to acquire rights, privileges, licences, permits and concessions necessary or desirable;

The activities of the Corporation will be carried on in furtherance of these not for profit objectives and there will be no pecuniary gain to the members.

MEMBERSHIP

2) Membership in the Corporation is open to all GIST patients, their care givers and family members, and any other individuals who share a commitment to the mission of the Corporation. Applications for Membership must be approved by a majority vote of the directors. A member may withdraw from membership at any time by notifying the secretary in writing.

CORPORATE SEAL

3) The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.

HEAD OFFICE

4) The head office of the Corporation shall be situated in the place or municipality and the province specified in the Letters Patent, at such address as the board may, by resolution, determine. Subject to the Act, the Corporation may, by a by law, change the place or municipality and the province in which the registered office of the Corporation shall be situated. A copy of the by law, approved by two-thirds (2/3's) of the votes cast in favour of the by law, shall be filed with the Minister.

CONDITIONS OF MEMBERSHIP

5) Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the corporation.

6) There shall be no membership fees or dues unless otherwise directed by the board of directors.

7) Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the secretary of the corporation.

8) Any member may be required to resign by a vote of three quarters (¾) of the members at an annual meeting.

MEMBERS' MEETINGS

9) The annual or any other general meeting of the members shall be held at the head office of the corporation or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside of Canada.

10) At every annual meeting, in addition to any other business that may be transacted, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice president shall have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. Seven members present in person at a meeting will constitute a quorum.

11) Fourteen (14) days' written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member if the member has the right to vote by proxy. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the corporation.

12) A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these by laws.

13) No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the corporation.

BOARD OF DIRECTORS

14) The property and business of the corporation shall be managed by a board of directors, comprised of a minimum of five directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two thirds of the votes cast in favour of the resolution at a meeting of members duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, 18 years of age, with power under law to contract.

15) The applicants for incorporation shall become the first directors of the corporation whose term of office on the board of directors shall continue until their successors are elected. At the first meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the corporation.

16) Directors shall be elected for a term of two years by the members at an annual meeting of members.

17) The office of director shall be automatically vacated:

(a) if at a special general meeting of members, a resolution is passed by two thirds of the votes cast in favour of the removal of the director;

(b) if a director has resigned his office by delivering a written resignation to the secretary of the corporation;

(c) if he is found by a court to be of unsound mind;

(d) if he becomes bankrupt or suspends payment or compounds with his creditors;

(e) on death;

provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the corporation.

18) The 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. 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.

19) A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

POWERS OF DIRECTORS

20) The directors of the corporation may 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, 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.

21) The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors 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 directors may prescribe. The board of directors is hereby authorized, from time to time:

(a) to borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;

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

(c) to issue or cause to be issued bonds, debentures or other securities of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;

(d) to secure any such bond, 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.

22) The board of directors 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 and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.

23) The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.

24) Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution.

DIRECTORS' MEETINGS

25) Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours' written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.

26) A majority of directors in office, from time to time, but no less than two directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by laws of the corporation.

27) Meetings of the board of directors may from time to time be held by teleconference provided that two-thirds of the elected directors agree to the holding of the meeting by teleconference and participate in such meeting.

INDEMNITIES TO DIRECTORS AND OTHERS

28) Every director of the corporation 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, sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted 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;

(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 wilful neglect or default.

OFFICERS

29) 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 by by law determine. Any two offices may be held by the same person. Officers need not be directors, nor members.

30) Officers of the corporation shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members.

31) The officers of the corporation shall hold office for two years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.

DUTIES OF OFFICERS

32) The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the corporation and of the board of directors. 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.

33) 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 imposed upon him by the board of directors.

34) 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 the 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 meeting 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 of directors.

35) The secretary, when in attendance, shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the 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 the secretary shall be. The secretary shall be the custodian of the seal of the corporation.

36) 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.

COMMITTEES

37) The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.

EXECUTIVE COMMITTEE

none

EXECUTION OF DOCUMENTS

38) Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. 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 signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

MINUTES OF BOARD OF DIRECTORS

39) The minutes of the board of directors shall not be available to the general membership of the corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes.

FINANCIAL YEAR

40) The financial year of the Corporation shall be determined by the board of directors.

AMENDMENT OF BY LAWS

41) The by laws of the corporation not embodied in the Letters Patent may be repealed or amended by by law, or a new by law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two thirds of the votes cast in favour of the by law at a meeting of members duly called for the purpose of considering the said by law, provided that the repeal or amendment of such by laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

AUDITORS

42) The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements 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 directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.

BOOKS AND RECORDS

43) The directors shall see that all necessary books and records of the corporation required by the bylaws of the corporation or by any applicable statute or law are regularly and properly kept.

RULES AND REGULATIONS

44) The board of directors may prescribe such rules and regulations not inconsistent with these by laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

INTERPRETATION

45) In these by laws 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.

BY-LAW NO. 2: A By-law respecting the borrowing of money, the issuing of debt obligations and the securing of liabilities

BE IT ENACTED and it is hereby enacted as a by-law of GIST SARCOMA LIFT RAFT GROUP, CANADA (hereinafter called the "Corporation") as follows:

The directors of the Corporation may from time to time:

(a) Borrow money on the credit of the Corporation;

(b) Issue, reissue, sell or pledge debt obligations of the Corporation but no invitation shall be extended to the public to subscribe for any of such debt obligations;

(c) Subject to the Corporations Act, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person;

(d) Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation; and

(e) Delegate the powers conferred on the directors under this by-law to a director, a committee or directors, or an officer of the Corporation to such extent and in such manner as the directors shall by resolution determine.

PASSED the 23rd day of June, 2008.

WITNESS the corporate seal of the Corporation.

__________________________

Chair

_________________________

Treasurer

BE IT RESOLVED THAT By-law Number 2 being a by-law relating generally to the borrowing of money by the Corporation be and the same is hereby made as a by-law of the corporation and the President and the Secretary be and they are hereby authorized to sign the by-law and to apply the corporate seal thereto.

THE UNDERSIGNED, being all the directors of the Corporation hereby sign the foregoing resolution pursuant to the provisions of the Canada Corporations Act.

__________________________

Philip David Josephy

__________________________

Silvia Steinhilber

__________________________

Frank Nichols

__________________________

Jennifer Kwok

__________________________

Linda Hampson