doug ronan removed as director from copa

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photofly
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Re: doug ronan removed as director from copa

Post by photofly »

I think dissenting opinions are fantastic. I sit on the board of a not-for-profit charity myself and I don't agree with everything the board decides to do. But we're collectively charged by the membership to come to a consensus over decisions, and required by law to be collectively responsible for them.

There's a huge role for activism and active campaigning against what the board is doing; but it has to be done from outside the board and not from within it.

Sometimes people say to me, apropos of our organisation, "we the members" - meaning mostly themselves - "demand that you do xyz. Everything else is fine, but you just need to do xyz differently". The answer is, "that's the board's collective decision. If you want xyz done differently find people who agree with you, campaign to the members, stand for the board and when you're elected you can do xyz.

"But - you will all also have to put in all the time to make and act on all the other decisions that we're now making that you agree with, because we won't be around to do that for you any more. If you feel strongly enough about xyz, that's a sacrifice you're going to have to make."
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Re: doug ronan removed as director from copa

Post by Colonel Sanders »

Agreed. That said, I would humbly suggest to Mr Ronan
that he consider running for President of COPA.

Personally I think he would be much happier spending
his time with a dog and a frisbee (the dog certainly
would be overjoyed) but we all make choices.

Image

I personally find that when I'm trying to make a
decision, it helps to sit down and write out stuff.

Let's make a list of the advantages of playing
frisbee with the dog, vs being a COPA director:

1) Dog is happy and exercised
2) You get a little vitamin D and exercise
3) You spend time with someone of better character
4) You have the same effect on aviation in Canada
5) Frisbee spends more time in the air than COPA directors

Just some food for thought.
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Tom H
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Re: doug ronan removed as director from copa

Post by Tom H »

Sorry Photofly we are going to agree to disagree

I had been on the boards for a number of not for profit societies for about 20 years. Sat as director, Executive positions and President of some pretty substantial ones. Matter of fact after sitting as the President of the Museum I left the board and facility for a year or two and then was asked by the board to come back as the full time Executive Director to solve a whole series of problems...so now I work for one.
photofly wrote:I think dissenting opinions are fantastic. I sit on the board of a not-for-profit charity myself and I don't agree with everything the board decides to do. But we're collectively charged by the membership to come to a consensus over decisions, and required by law to be collectively responsible for them.
I too think dissenting opinions are very important on ant board, the last thing you want as a member of a group or even as an employee is a board made up of "yes" men (people). Debate turns up flaw, errors, misconceptions and challenges direction, all good things.

But
The board is elected by the membership to represent the membership as elected. Some make decision by consensus others by majority. Yes a board is accountable and must be accountable, first to the membership and second, within defined limited and directors liability insurance, legally accountable.
photofly wrote:There's a huge role for activism and active campaigning against what the board is doing; but it has to be done from outside the board and not from within it.
Disagree...the must be activism on the board! As well, if the decision is divisive enough or controversial or a major shift in policy/direction it must be well communicated to the members by the board for the members input in addition to the boards input and in large enough issues decided by the membership.
photofly wrote:Sometimes people say to me, apropos of our organisation, "we the members" - meaning mostly themselves - "demand that you do xyz. Everything else is fine, but you just need to do xyz differently". The answer is, "that's the board's collective decision. If you want xyz done differently find people who agree with you, campaign to the members, stand for the board and when you're elected you can do xyz.
Again disagree
If our membership wants xyz they are invited to attend board meetings, lobby the board members and if the issue is that important call for a special meeting of the membership (through the bylaws) and have the xyz voted on. It is then up to the board to follow the memberships direction.

It is not the "boards" organization (COPA or any other aviation or non aviation organization), it is the members and the board is accountable to the members and MUST follow their direction.
photofly wrote:"But - you will all also have to put in all the time to make and act on all the other decisions that we're now making that you agree with, because we won't be around to do that for you any more. If you feel strongly enough about xyz, that's a sacrifice you're going to have to make."
Again...most members do not wish to be involved to deal with the day to day...that's why they hire staff...most also do not want to hammer through the strategic, political, policy and direction issues. That's why they elect a board to represent them.

But if the issues is important enough the membership can direct the board to make changes and follow the memberships direction and in my opinion that is how it should be.

The Golden rule to me is simple...any elected position has been chosen by the voters to represent them.

Tom
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Re: doug ronan removed as director from copa

Post by photofly »

Interesting points, Tom.

Partly, you're mischaracterizing my position. I'm in favour of debate, heated debate, advocacy, and activism between board members. But when push comes to shove, the board takes a vote, and comes to a decision, every member of the board has to abide by it. If the decision of the board is so heinous that a board member can't swallow the pride and go along with it, then it's time to leave the board.

In terms of what the director's responsibilities are, you're wrong in law and in fact. The directors are elected by the membership to manage the organisation. Quoting from s.21 of the Otario Not-for-Profit Corporations Act (other jurisdictions have similar wording:
21. Subject to this Act, the directors of a corporation shall manage or supervise the management of the activities and affairs of the corporation. 2010, c. 15, s. 21.
There are various statutory requirements under the act that need special resolutions, but there's nothing in the act that says "directors shall obey a special resolution passed by the members." How could they? What if the members all got drunk and passed a resolution saying that "The Directors shall turn day into night?"

The golden rule is even simpler than you state it. The directors are elected to manage the organisation in accordance with the bylaws, as they see fit. If they don't do it to the satisfaction of the membership, it's up to the membership to vote them out of office.
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Re: doug ronan removed as director from copa

Post by Tom H »

In terms of what the director's responsibilities are, you're wrong in law and in fact. The directors are elected by the membership to manage the organisation. Quoting from s.21 of the Otario Not-for-Profit Corporations Act (other jurisdictions have similar wording:
I am most familiar with Alberta Law and the bylaws of the many organizations I have been involved with and that is not the case here.
There are various statutory requirements under the act that need special resolutions, but there's nothing in the act that says "directors shall obey a special resolution passed by the members." How could they? What if the members all got drunk and passed a resolution saying that "The Directors shall turn day into night?"
In our bylaws there is and the bylaws of the other 8-10 organizations I have been part of.

As to your example...our bylaws do not permit intoxicated votes...kinda solves the problem. Most others have similar.
The golden rule is even simpler than you state it. The directors are elected to manage the organisation in accordance with the bylaws, as they see fit. If they don't do it to the satisfaction of the membership, it's up to the membership to vote them out of office.
Or remove them at a special general meeting.

What I find disturbing is this...
21. Subject to this Act, the directors of a corporation shall manage or supervise the management of the activities and affairs of the corporation. 2010, c. 15, s. 21.
That is an awfully broad brush statement and little wonder Ontario wound up with the Ornge situation.

There is nothing that sweeping here, similar, but the membership retains accountability.

In my highly biased personal opinion

Tom
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Re: doug ronan removed as director from copa

Post by photofly »

Or remove them at a special general meeting.
Absolutely. We agree that the board has to do what the members want. But the membership has to give the board the authority to manage, and not be dickering about in every single decision. Elect board members whose judgment you trust, and let them get on with it.

The Canada Not-for-Profit Corporations Act says this:
124. Subject to this Act, the articles and any unanimous member agreement, the directors shall manage or supervise the management of the activities and affairs of a corporation.
If you're wondering what a "unanimous member agreement" means, there's a commentary here:
http://www.ic.gc.ca/eic/site/cilp-pdci. ... 00258.html
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Re: doug ronan removed as director from copa

Post by Tom H »

Photofly
I'm in favour of debate, heated debate, advocacy, and activism between board members. But when push comes to shove, the board takes a vote, and comes to a decision, every member of the board has to abide by it. If the decision of the board is so heinous that a board member can't swallow the pride and go along with it, then it's time to leave the board.
This part I will agree with, except for pride comment and the expectation they should leave the board.

To give context to my position.

I was a member of an organization some years ago that had a board go out of control and was doing significant damage to the organization.

The membership banded together, had a special general meeting called and the board removed during it's term.

Wasn't easy and did get rather nasty but was done.

Boards that fail to represent their membership eventually ether fail or the organization does (seen that one too).

Boards must communicate clearly and constantly with their memberships, particularly in areas of policy and direction.

They must also be accountable to those that elect them.

As it should be with ALL elected positions.

IN my highly biased personal opinion
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Re: doug ronan removed as director from copa

Post by photofly »

This is relevant commentary from the government. Some of it seems apposite to Mr. Ronan's eperience:
http://www.ic.gc.ca/eic/site/cilp-pdci. ... 00692.html

Of a Director's Duty of Loyalty:
For instance, they may not use their power by admitting only members sympathetic to them and refusing to admit or expelling members because they are not.

Not only could such improper actions be set aside by a Court, but they may also result in the personal liability of the directors towards the corporation and the injured persons.
And further on:
Before suspending, fining, expelling or refusing to readmit a member, directors must make sure that the bylaws of the corporation clearly empower them to do so, and that all the internal procedural steps they set out (notices, delays, inquest and recommendation by a committee, hearing, internal appeal, etc.) have been strictly adhered to.

The proceedings must afford a reasonable degree of procedural fairness - i.e., fair play and good faith. The disciplined member should be given fair notice, and an opportunity be to be heard (and have counsel present) in his own defence by board members open to Footnote 13 Otherwise, the board's decision will be subject to review by a Court. Directors must be careful not to impinge on the member's reputation, for example by publicising at large his expulsion and the motives thereof, or by having a general meeting of members ratify it when a board resolution is sufficient according to the bylaws. They stand to be personally sued for damages if they do.
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Re: doug ronan removed as director from copa

Post by Tom H »

Photofly
But the membership has to give the board the authority to manage, and not be dickering about in every single decision.
And that, I have found over the last 20+ years, is very self regulating. No one wants to deal with the day to day, as I stated above.
Elect board members whose judgment you trust, and let them get on with it.
Completely agree, but when a board goes sideways...and it happens...they must be called to account.
The Canada Not-for-Profit Corporations Act says this:
Quote:
124. Subject to this Act, the articles and any unanimous member agreement, the directors shall manage or supervise the management of the activities and affairs of a corporation.
Explains some of our differences...I am specifically referring to not for profit societies and charitable organizations, different beast with some different rules.

And yes I am familiar with what a "unanimous member agreement" means in terms of both a not for profit corporation and a not for profit society in Alberta anyway, seems (as I have heard from others) Ontario does have some significant differences from other jurisdictions in both.

And then there's the Federal versions and lets not forget CRA.

In my highly biased personal opinion

Thanks Tom
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Re: doug ronan removed as director from copa

Post by photofly »

.I am specifically referring to not for profit societies and charitable organizations, different beast with some different rules.
Charities and societies are not-for-profit corporations, and fall under the jurisdiction of the various NFPCAs which I was quoting from. That last quote was the Federal act.
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Post by Beefitarian »

I probably should be posting pictures of cats elsewhere on the net but...

My knowledge of this is limited to what's written here, so that probably makes my opinion even less valuable.

I presume dstechnical is a member that is very much in agreement with Mr. Ronan. There are probably others.

My largest concern is the boards inability to function with a single person holding a contrary point of view. To request that Mr Ronan resign sounds odd. Typically that would not happen if there was not some reason. Certainly appears to me they want to do things unchallenged.

That may well be ok. However it makes me suspicious of their motives.
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Re: doug ronan removed as director from copa

Post by North Shore »

Anyone here from COPA who can give us their side of the story?
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Re: DOUG RONAN REMOVED AS DIRECTOR FROM COPA

Post by Doc »

2R wrote:COPA sat on its hands when TC impossed user fees for medicals,and when TC stopped sending out the AIP updates we were still paying the fees to Ottawa for service we not getting.User fees for a service no longer provided.

mr.putz should be proud of his useless orginization.
Why I don't belong to COPA I am a AOPA member though.
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Re: doug ronan removed as director from copa

Post by Cat Driver »

Why I don't belong to COPA I am a AOPA member though.


Same here.
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Re: doug ronan removed as director from copa

Post by CFR »

I belong to COPA for the insurance and AOPA for the cool magazine!!! :D
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Re: doug ronan removed as director from copa

Post by AirFrame »

North Shore wrote:Anyone here from COPA who can give us their side of the story?
If there was a way to do that without this turning into an all-out war, I'd like to hear it as well.

(to others) Keep in mind that AOPA doesn't do anything for you here in Canada.
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Re: doug ronan removed as director from copa

Post by fleet16b »

I too would like to hear the whole story and
would expect COPA to release a statement explaining the situation to the membership

COPA has represented a certain are of general aviation for many years and I have always been happy with being a member.
On the other side , I have known Doug for many years and have always found him to be forthright and honest, with a no nonsense approach.
He has an extensive background of experience in aviation and I was very please that he became part of the COPA
Leadership.
It would be really great if we could have both side of the story but not sure if this forum could pull that off.

There are many members here that are duo US/Can citizens or ex-pats working in the states but I think that the majority of us are Canadian Pilots so as all ready stated , AOPA has no jurisdiction up here.
Lets not turn this into an AOPA vs COPA thread
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Re: doug ronan removed as director from copa

Post by Cat Driver »

Keep in mind that AOPA doesn't do anything for you here in Canada.
What does COPA do for you besides sell you cheap insurance?
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Re: doug ronan removed as director from copa

Post by AirFrame »

Cat Driver wrote:What does COPA do for you besides sell you cheap insurance?
They sold me insurance when I bought my RV, when nobody else would. The next year, everyone would give me insurance, and it was 25% cheaper so I went elsewhere. Two years later, COPA was the cheap one again. So it comes full circle.

But insurance is only a part of it. Apart from insurance, the activities i've been aware of are the lobbying to keep Banff and Jasper open for recreational and/or emergency use. That battle was long and ultimately mostly successful. They also supported Delta Airpark with money from their Freedom to Fly fund, that we used to fight to keep the airpark open after it was purchased by the GVRD to turn into a park. Delta is still open, and is now the only profitable park in the GVRD park system. We even paid back to COPA the money they lent us (might even be the only group to ever do that, but I can't say that for certain).

Those are the only three examples from my immediate area that come to mind. Without COPA's support, it's likely that there would be no Banff, Jasper, or Delta Airpark.

COPA does lobby for NavCanada to make more digital data available... NavCanada may be dragging their feet, but COPA is holding them to the fire. The CFS is getting closer to being released as PDF, apparently, although we've been hearing it for years there are rumblings that this time they may mean it... :) I'd bet that without COPA we'd be paying a lot more for our publications.

On the flip side, if COPA collapsed, would another group take over? Probably. No idea who, but another alphabet group would come along who wanted to maintain the lobbying position COPA has now with Ottawa and NavCan. Someone has to.
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Post by Beefitarian »

Banff?
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