Preview | Bylaw No. 1 |

TABLE OF CONTENTS


			PAGE NO.

PART 1		INTERPRETATION		1

	1.1	Definitions		1
	1.2	Interpretation		2
	1.3	Headings		2

PART 2		BUSINESS OF THE CORPORATION		2

	2.1	Corporate Seal		2
	2.2	Facsimile of Seal		2
	2.3	Affixation of Seal		2
	2.4	Fiscal Period		3
	2.5	Banking		3
	2.6	Voting Rights in Other Bodies Corporate		3

PART 3		BORROWING AND SECURITIES		3

	3.1	Borrowing Power		3
	3.2	Delegation of Borrowing Authority		4
	3.3	Rights Attaching to Debt Obligations		4

PART 4		BOARD OF DIRECTORS		4

	4.1	Calling of Meetings		4
	4.2	Notice of Meeting		4
	4.3	First Meeting of New Board		4
	4.4	Quorum		5
	4.5	Chairman		5
	4.6	Procedure		5
	4.7	Remuneration and Expenses		5
	4.8	Telephone Meetings		5
	4.9	Number of Directors		5

PART 5		COMMITTEES		6

	5.1	Transaction of Business		6

PART 6		PROTECTION AND INDEMNITY OF DIRECTORS AND OTHERS		6

	6.1	Contracts with the Corporation		6
	6.2	Disclosure		7
	6.3	Limitation of Liability		7
	6.4	Amplification of Rights		7


			PAGE NO.

PART 7		SHARES		7

	7.1	Shares and Share Certificates		7
	7.2	Registration of Transfers		8

PART 8		DIVIDENDS AND RIGHTS		8

	8.1	Declaration		8
	8.2	Interest		8
	8.3	Valuation of Non-Cash Dividends		8
	8.4	Dividend Cheques		8
	8.5	Cheques to Joint Holders		8
	8.6	Non-receipt of Cheques		9
	8.7	Unclaimed Dividends		9

PART 9		MEETINGS OF SHAREHOLDERS		9

	9.1	Chairman, Secretary and Scrutineers		9
	9.2	Persons Entitled to be Present		9
	9.3	Quorum		9
	9.4	Time for Deposit of Proxies		10
	9.5	Lodging of Proxies		10
	9.6	Use of Various Communication Methods		10
	9.7	Validity of Proxies		10
	9.8	Joint Shareholders		10
	9.9	Votes to Govern		11
	9.10	Show of Hands		11
	9.11	Ballots		11
	9.12	Adjournment		11
	9.13	Rulings by the Chairman		11

PART 10		EXAMINATION OF RECORDS		12

	10.1	Access by Auditor and Directors		12
	10.2	Inspection by Shareholders		12

PART 11		NOTICES		12

	11.1	Notice to Joint Shareholders		12
	11.2	Signature to Notice		12
	11.3	Day of Transmittal		12
	11.4	Omissions and Errors		13
	11.5	Persons Entitled by Death or Operation of Law		13
	11.6	Waiver of Notice		13
	11.7	Form of Waiver		13

IVANHOE ENERGY INC.

BY-LAW NO. 1

PART 1 INTERPRETATION

	1.1		Definitions

			In the by-laws, unless the context otherwise requires:

			Act means the Business Corporations Act (Yukon), or any statute substituted therefor, as from time to time amended;

			appoint includes elect and vice versa;

			Board means the Board of Directors of the Corporation;

			by-laws means this by-law and all other by-laws of the Corporation from time to time in effect;

			Corporation means the corporation which adopts this by-law;

			meeting of shareholders includes both an annual meeting and a special meeting of shareholders of the Corporation, and special meeting of shareholders means a meeting of shareholders or of any class or classes of shareholders other than an annual meeting;

			recorded address means:

	(i)		in the case of a shareholder, the shareholders address as recorded in the securities register,

	(ii)		in the case of joint shareholders, the address appearing in the securities register in respect of such joint holding, or the first address so appearing if there is more than one, and

	(iii)		in the case of a Director, officer, or auditor, the latest address of the Director, officer or auditor recorded in the records of the Corporation;

			signing officer means, in relation to any instrument, a person authorized to sign the instrument on behalf of the Corporation by section 2.3 or by a resolution passed pursuant thereto, and

			a word or expression defined in the Act for the purposes of the entire Act has the meaning so defined.

	1.2		Interpretation

			In the interpretation of the by-laws,

	(a)		words importing singular number include the plural and vice versa,

	(b)		words importing gender include the masculine, feminine and neuter, and

	(c)		a word importing a person includes an individual, body corporate, partnership, trust, estate and an unincorporated organization.

	1.3		Headings

			The division of a by-law into parts and the headings of parts and sections will be considered as for convenience of reference only and will not affect the construction or interpretation of the by-law.

PART 2 BUSINESS OF THE CORPORATION

	2.1		Corporate Seal

			The Board may adopt a corporate seal for the Corporation and from time to time adopt a new seal in replacement of a seal previously adopted.

	2.2		Facsimile of Seal

			To enable the seal of the Corporation to be affixed to any bonds, debentures, share certificates or other securities of the Corporation, or any securities of another corporation to which an instrument of guarantee of the Corporation is endorsed or annexed, whether in definitive or interim form, on which a facsimile of that signature of a Director or officer of the Corporation is, in accordance with these by-laws, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim bonds, debentures, share certificates or other securities one or more unmounted dies reproducing the Corporations seal, and the chairman of the Board, the president or a vice-president, together with the secretary or treasurer or an assistant secretary or assistant treasurer may by a document authorize such person to cause the Corporations seal to be affixed to such definitive or interim bonds, debentures, share certificates or other securities by the use of such a die, and bonds, debentures, share certificates or other securities to which the Corporations seal is so affixed and the due issue of which is evidenced by at least one authorized signature manually affixed thereto will for all purposes be deemed to be under and to bear the Corporations seal lawfully affixed thereto.

	2.3		Affixation of Seal

			The corporate seal of the Corporation will not be affixed to any document or instrument except by or in the presence of

(a)

such person as is or such persons as are appointed for the purpose by resolution of the Board applying either to a specific instrument or specific instruments, to instruments of a particular description, or to instruments generally, or

(b)

the secretary or an assistant secretary for the purpose of certifying copies of or extracts from the articles or by-laws of the Corporation, minutes of meetings or resolutions of the shareholders or the Board or committees of the Board, or any instrument executed or issued by the Corporation.

	2.4		Fiscal Period

			The fiscal period end of the Corporation will be as from time to time determined by the Board.

	2.5		Banking

			The Corporation will maintain accounts in its name with such bank or banks and other depositories, including banks and depositories outside Canada, as the Board from time to time determines, and no funds will be withdrawn from any account except as provided in a by-law or a resolution of the Board related to the operation of the account.

	2.6		Voting Rights in Other Bodies Corporate

			To enable to the Corporation to exercise voting rights attaching to securities held by the Corporation,

	(a)		signing officers of the Corporation may from time to time execute and deliver proxies and arrange for the issuance of voting certificates or other evidences of such rights in favour of such person or persons as may be determined by the officers by whom they are executed, and

	(b)		the Board may from time to time direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or will be exercised.

PART 3 BORROWING AND SECURITIES

	3.1		Borrowing Power

			Without limiting the powers of the Corporation as set forth in the Act, the Board may from time to time cause the Corporation to

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