COPA Board BREAKS THE LAW

[floatplaneflyer]

All members of COPA
The Board of Directors has not followed the Bylaws of the organization and therefore has violated the National Not for Profit Act of Canada.
I sent a letter directly to each Board member on August 4th stating that they did not follow the Bylaws when they terminated Doug Ronan's membership in COPA. As of today, August 19th, I have not received a reply from any director or anyone associated with COPA. It is astounding and difficult to understand how the Board has decided not to respond to a member’s claim that they have not followed the Bylaws of COPA and have violated the Not for Profit Act. It is particularly dispiriting to see honesty and trustworthiness go widely disregarded. The directors are volunteers of an organization that depends on membership financial support and cohesive member agreement on issues important to the future of aviation in Canada. The Board’s refusal to openly discuss both sides of the Ronan issue in a public meeting is disgusting. Their silence and partial facts strongly imply that they have abused the power of their office and have not conducted COPA’s business with integrity. The leadership obviously has no confidence in their ability to justify their actions, so they took the easy way out and eliminated a loud voice trying to stand up for all the pilots of COPA. Kevin Psutka, President of COPA, apparently stated publicly to several members and to the Board in June that he would not attend the Annual General Meeting in Dawson Creek this year if Doug Ronan was going to be there. Does that sound like a $200,000/year employee that you want leading the largest aviation organization in Canada? Mr. Psutka doesn't have the self confidence to publically discuss controversial decisions in an open forum with the members or to effectively lead COPA.
The Chairman stated in his “note” to the membership that he wanted the facts available to the members. He didn’t say all the facts, just the facts he thought we should know. Chairman Hayes wrote: “Mr. Ronan was asked by the Board for an explanation, in writing, which was provided". "That explanation was found wanting by the majority of the Board.” Mr. Hayes; publish Mr. Ronan’s written explanation of his actions and let the members decide if his answers are found "wanting”. The members need to hear the entire story with all the facts from both sides, not this contrived cover-up engineered by the Board and Staff. The Board must have transparency of their actions and decisions if they expect the members to trust their leadership.
According to members on the Board, Doug Ronan’s membership was not renewed because he would not stand by and silently watch the President and Board lead COPA down a path of irrelevance by needlessly spending $25000 to fight with the airport operator and Porter Airlines over general aviation rights to park at Toronto City Center Airport. He also strongly objected to the decision to put at risk a major membership benefit by contracting with an insurance agency that in its present form does not have the reputation or experience in aviation policy writing and claims resolution as the previous agency, Marsh Canada Ltd.
Copa members have to take back their organization. Resigning or not renewing a membership is not the right thing to do. The members need to call a Special General Meeting to hear why the Chairman and the Board did not follow COPA Bylaws in terminating Mr. Ronan’s membership and removing him from his directorship. If the members want to have a valid COPA that can regain its prominence as a strong advocate for the pilots of Canada, the members have to stand together and sign the E-Petition to call a Special General Meeting.
Go to: http://www.gopetition.com/petitions/pet ... eting.html.

Brian Wendt
COPA member 1609881

[Chuck Ellsworth]

Their silence and partial facts strongly imply that they have abused the power of their office and have not conducted COPA’s business with integrity.

They are waiting for Harper to appoint them to the Senate.

[CFR]

Brian

Have you made a complaint to Industry Canada?

I believe they are responsible for the act.

[photofly]

According to members on the Board, Doug Ronan’s membership was not renewed because he would not stand by and silently watch the President and Board lead COPA down a path of irrelevance by needlessly spending $25000 to fight with the airport operator and Porter Airlines over general aviation rights to park at Toronto City Center Airport. He also strongly objected to the decision to put at risk a major membership benefit by contracting with an insurance agency that in its present form does not have the reputation or experience in aviation policy writing and claims resolution as the previous agency, Marsh Canada Ltd.

You will do yourself a big favour if you're able to distinguish between the Board's action about Doug, and the Board's decisions that he (and, apparently you) disagree with.

The reasons for the disagreement between him and the majority of the board don't have any play on the correctness of their decision to boot him. Which is to say that one might well think their action was suspect even if you love the new insurance programme, and think the sun shines out of the ass of CYTZ.

[AirFrame]

Just when I thought the dead horse had stopped twitching.

[floatplaneflyer]

According to members on the Board, Doug Ronan’s membership was not renewed because he would not stand by and silently watch the President and Board lead COPA down a path of irrelevance by needlessly spending $25000 to fight with the airport operator and Porter Airlines over general aviation rights to park at Toronto City Center Airport. He also strongly objected to the decision to put at risk a major membership benefit by contracting with an insurance agency that in its present form does not have the reputation or experience in aviation policy writing and claims resolution as the previous agency, Marsh Canada Ltd.

You will do yourself a big favour if you're able to distinguish between the Board's action about Doug, and the Board's decisions that he (and, apparently you) disagree with.

The reasons for the disagreement between him and the majority of the board don't have any play on the correctness of their decision to boot him. Which is to say that one might well think their action was suspect even if you love the new insurance programme, and think the sun shines out of the ass of CYTZ.

Photofly,
My position is that the Board violated the Bylaws when they terminated Ronan's membership. All COPA members deserve to hear both sides of the story. The Board must explain how they decided to ignore the Bylaws and empower themselves outside of the Constitution to remove a member from the organization.

[floatplaneflyer]

Just when I thought the dead horse had stopped twitching.

If the COPA members let this issue just fade away they have accepted a governing Board of Directors that has decided that they are not bound by the Constitution or Bylaws of COPA. The dirty politics of the Ronan issue is only the first situation that will repeat itself whenever a Board position is strongly challenged. That is the beginning of the end for COPA. Membership will decline to the point that COPA will have very little if any influence on aviation matters in Canada.

[AirFrame]

I would have thought that the reasonably well-organized effort to get the word out about this the first time was your first indication that the membership, by and large, couldn't care less. Personally, after reading all of the rhetoric on both sides, I agree with you. The board did some horse trading to get where they are, and it wasn't entirely kosher.

So far, both sides have obfuscated the facts with too much rhetoric to engage the membership. The board says he worked actively against the board, and was a detriment to the organization. Doug's supporters say he supported the board until new information came to light and then worked to try and re-open the issue. If you kept the background rhetoric to just that information alone, and then outlined in detail how the board "unlawfully" disposed of Doug's membership and Directorship, you might capture more interest.

Your first post here, and the Chairman's two responses, are simply too long for people to bother with reading. We joined COPA because we liked to fly, not because we wanted to listen to poorly formed debates by a grade school student council.

[floatplaneflyer]

Real simple explanation: the Bylaws clearly say a membership can only be terminated by a vote of the members as long as the member has met the few requirements for renewal. I joined COPA because I enjoy flying in Canada and COPA has been the best representative for general aviation. However, the Chicago style politics of the Board are the beginning of the end for increasing membership in COPA and for COPA being considered a legitimate organization.

[AirFrame]

I agree. Unfortunately, unless you have a way to communicate these points clearly, concisely, and in a way that will encourage people who are not armchair politicians to take up arms against the big bad board, all of this internet posturing is pointless. You can't get your message to all COPA members without a membership list, and the board won't give that to you. This forum isn't enough, and the story isn't compelling enough to get the people here to spread the word.

[floatplaneflyer]

Airframe.
How much forking clearer do you need it? The Bylaws are so straight forward any freshman in high school can understand them.
Did you sign the petition?

[hoptwoit]

While I can see both sides here after looking at the petition I see what airframe is getting at. I absolutely think that COPA is in breach of their own by laws in the mechanism that was used to remove Mr. Ronan. The petition goes on to add .

1 That Doug Ronan be reinstated as director because he was illegally removed as director in contravention of COPA’s Bylaw, section 5.G.(1)b “if the Director is removed from office at an Annual General Meeting of members or a Special Meeting of Members, by resolution of which notice has been given and passed by a majority of the members present at the meeting.”

3. That Paul Hayes be removed as director and chairman of COPA for his abuse of power in orchestrating the illegal removal of Doug Ronan as member and director in contravention of COPA’s bylaws.
4. That COPA commission a forensic audit of the compensation package and all expenses of the president and CEO beginning immediately and reviewing the previous three years.


With regard to 1 ok I can see it. In the case of 2 I have no idea who the bad guy is here but the entire board including and especially the president should be held responsible if the by laws were not followed. What does number 3 have to do with this issue at all.

If the petition simply read that the bylaws were not followed and that a special meeting needs to be called to address the boards contravention of the by laws as it pertains to the refusal to renew Doug Ronan's membership leading to his ineligibility to hold the office of director. Then I would sign it.

If that meeting was called and attended I believe the pertinent info would arise and a much more informed decision on how to proceed could be made. The petition above sounds like it was written from a perspective that is as biased as the one that lead the board to use the mechanism they did to remove Doug Ronan as a director in the first place.

Don't get me wrong I believe that regardless of Doug Ronan's behavior the mechanism used by the board to remove Doug Ronan as director was dirty pool. But I am not comfortable with that petition either. stick to the facts.

[floatplaneflyer]

Very good points. Someone else wrote the petition and it had quite a few signatures before I got so ticked off at the dirty politics and blatant abuse of the Bylaws. I assumed that if a Special Meeting was called the members could decide to delete the paragraphs that did not directly apply to the violation of the Bylaws. Do you think a new petition just asking for a discussion and vote on the termination of a member and removal of a director would gain more support? How would you write it?

[CpnCrunch]

Very good points. Someone else wrote the petition and it had quite a few signatures before I got so ticked off at the dirty politics and blatant abuse of the Bylaws. I assumed that if a Special Meeting was called the members could decide to delete the paragraphs that did not directly apply to the violation of the Bylaws. Do you think a new petition just asking for a discussion and vote on the termination of a member and removal of a director would gain more support? How would you write it?

The other option would be to get yourself nominated as a director and change it from the inside. It says in the lastest COPA newsletter that there are only about 1000 votes for most of the directorships, and some of them only have one nomination anyway (so no vote required). Obviously if you made your name public here in your opposition to the leadership that might make it unlikely you'd be allowed to run in the first place though

[AirFrame]

Floatplaneflyer, I am totally clear on the points as they have been communicated. I've read the entirety of the previous thread, the complete by laws (current and previous), and continue to follow this thread. Based on all of that, yes, I agree, the membership has been done wrong by the board.

However: the petition takes an extreme adversarial position, as hoptwoit points out above. I don't support its extreme position. Maybe others think like I do. I suspect that most others just see pages and pages of rhetoric and whining and throw their hands up. TL;DR is the usually applied acronym (too long, didn't read is the translation, in case you hadn't seen that before).

You need something like 15% of the membership to call a special meeting (I looked the number up once before but forget now... I think 15% is right), and membership is something like 20000 people... So you need 3000 people to sign a petition, and last time I looked they couldn't get 100. That tells me that regardless of how this is re-worded, you're not getting any traction.

Furthermore, keep in mind that any meeting called will be held somewhere that a significant percentage of the members will not be able/willing to attend. I wouldn't go to Toronto for it, for example. I forget the position on proxies, but remember that the board has the power of the newsletter to put out a call for proxies to all members to support the board against a hostile takeover.

The reality of all large non-profits like this is that they are fiefdoms run by semi-elected boards of good-old-boys and girls, that are very difficult to overthrow until they get so bad that they are into their death throes and the smarter board members start leaving on their own accord. You can't do anything about it. I can't do anything about it. The small group of people who get up-in-arms about events like this can't do anything about it either, because they are still in the vast minority.

It's unfortunate. I hope that the COPA board is a little more careful in the future, and if they won't return Doug's membership and position, at least review once again his input and think about it again with an open mind before closing the issue.

[floatplaneflyer]

Airframe,
You are right, the petition is way out of line with the main issue, i.e., the Board violating the Bylaws. I think a simple one issue petition may have a chance to succeed. It only takes 5% of the members to sign a petition calling for a Special Meeting. Membership is under 18000 and falling.
The meeting can be held anywhere and I'm sure the Board would want to hold it in the most inconvenient place they can think of. However, I would have the petition call for the meeting to be held as a webinar with the proceedings recorded and made available on this forum for all members to see and hear the proceedings. The petition could also demand that a vote on keeping or terminating Ronan would be electronic using the web. Members would have the right to vote up to 5 days after the webinar was posted on AVCANADA. The petition would not be about the President or the current Board members, just about voting Ronan in or out. The webinar, Special Meeting, would be 30 minutes with each side having 14 minutes to present their side of the story, 2 minutes to give voting instructions.
What do you think, worth a try?
COPA needs to restore confidence in the Board and move ahead as the best representative of general aviation in Canada. Directors that supported the assassination of Ronan will have to face the members when or if they stand for reelection.

[photofly]

Doesn't matter where the meeting is. Members can appoint a proxy to vote for them, no need to attend - for supporters of either side.

[AirFrame]

Emotion and Rhetoric aside, what do you need 14 minutes for? This isn't a complicated issue. 14 minutes just lets each side drift off into rhetoric that will put everyone to sleep and end with people just voting for the status quo because they couldn't be bothered to listen. If you can't summarize the issue in a few polarizing sentences, you've lost anyway.

I think you're all going about this the wrong way. Maybe you need an independent third party who has some clout with the organization, and is beyond their reach. The regulatory body that governs non-profits might be a good place to start. Get everyone writing letters to the appropriate department outlining how the board removed a board member without membership approval, despite bylaws requiring same. See if they care, and get them asking the questions instead.

[floatplaneflyer]

Airframe I guess you see things in black and white, no gray areas in your opinion. Neither side has to use all 14 minutes, but should have adequate time to fully explain their position.
I don't understand your comment that I am going about this the wrong way and should get a 3rd party involved. The Bylaws are clear that a resolution of a dispute with the Board of Directors is resolved with a Special Meeting of the members. A 3rd party has no standing with the Board. A spokeswoman for the regulatory body in Ottawa that wrote the NFP Act explained that it has no enforcement power. Anyone that claims a not-for -profit organization violated the Act and cannot resolve the issue within the rules of the organization has to go to court to seek a remedy. That may be the only recourse here with the stonewalling by the Board and the apathy of the membership. If 900 (5%) members are not concerned enough about how COPA is being run to click on a website to sign a petition for a Special Meeting how can you expect any significant number of members to take time to write a letter.
Will you simply sign a new petition if it just deals with the single issue of the Board not following the Bylaws?

[AirFrame]

Ah, okay, I wasn't aware that the regulatory body wouldn't help, glad to hear that someone has checked though.

It's not that I see things in black and white, it's that you want to hold the board to a black and white interpretation of the bylaws. You maintain that Doug was unlawfully removed as director. The board is relying on the grey area that his membership wasn't renewed, so he was no longer eligible to be a director, therefore he essentially removed himself. The details of how his membership was or wasn't renewed aren't a bylaw issue, they're a zoo of wild claims and innuendo. Maybe Kevin told someone to refund it, maybe his credit card was rejected. We don't really know.

I won't commit to signing anything I haven't read, but getting me to sign it is the least of your worries. You need 900+ people to sign it, which is a much bigger question.