COPA Board BREAKS THE LAW

[photofly]

I am curious as to what the consequences are supposed to be (as per the bylaws, or even the Act) of NOT following the bylaws.

A court can order the directors to reverse a decision; they can be personally liable for costs both to the organization and to the member(s) done wrong by; and in extreme cases they can be barred from holding directorships in the future.

The board is responsible to the members; if the members want to hold the directors to account for not following the bylaws the courts will assist that process (on application to the court). But if the members don't care that the directors aren't following the bylaws then for sure nobody from outside is going to step in.

See here:
http://www.ic.gc.ca/eic/site/cilp-pdci. ... 00692.html

I quote again (my emphasis)

Directors may not abuse their powers by exercising them for an improper purpose, - i.e., in order to give themselves an advantage or to confer an advantage to someone else, or in order to unduly discriminate against a person - without their act being justifiable by the best interests of the corporation.

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.

[kamikaze]

Well then, there you go.

This all seems much more solid than that original petition.

I think if you can get more publicity on this subject with that information, you'll get a lot more traction.

AVcanada is just not sufficient to reach the masses though ... you're going to need more ... I wonder if you can buy an add in the COPA paper?

[bmc]

.. I wonder if you can buy an add in the COPA paper?

Not a stupid idea. It would be interesting to see if their advertising requirements stipulate editorial control over ad copy. Furthermore, if the executive truly believe they are there for the members, what's to hide? If they refuse, it could make them look a tad worse than they do right now.

Interesting idea. I'm to a COPA member, but I'd throw in money for it. I do of know anyone involved n this whole mess. The optics stink and it should not be tolerated at all. It sets precident that is unacceptable. It's wrong, period.

[photofly]

More advice, from the federal government webpage:

Directors must tread especially carefully in the sensitive and litigation-rich area of members' discipline.

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 ... 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.

[kamikaze]

Sounds to me like you're on pretty solid ground.

Would you need a special meeting to take action at this point? Or just resources to take action?

I mean, can you just take all the evidence at hand, hand it over the court and see what happens? Or do you need counsel, etc. ?

You could at the special meeting vote in favour of allocating COPA funds to hire counsel to go after the board!

As for the paper, I'm sure there's legitimnate ground to refuse to publish something, I mean if someone wants to advertise a porn site, they'll say no!

But like you said the optics of refusing to put an ad about this from a member would be terrible, might be enough to let it happen.

[AirFrame]

Any idea what it'll cost to take this to court? Or consideration as to who will pay for it?

If "COPA" is forced to pay for it, because they screwed up, then we all, as COPA members, pay for it.

Personally i'd rather see the money go to a low-probability win (wasn't one of the issues a sum of money paid to try to save Toronto Island Airport or something?), than to guaranteed court costs and lawyer's pockets.

[photofly]

If the directors screwed up then it's feasible the directors personally would have to pay for things.

It all starts with a special meeting of members. If you can't get support for that then you might as well give up.

[BGH]

I hope that everyone that's complaining online is also writing the president & board members as I am to voice their displeasure with what looks like the old boys club way that this was handled.If it was that important of an issue for the board to take action,then it was important enough to spend the money & do it right.I've also asked them to suspend the copa rag & my membership until I decide what to do with it.Turns out that I've already decided it - cancel membership(at least a year left on it).

Daryl
for the moment copa 1500860

[Colonel Sanders]

The COPA Board of Directors reminds me of the Senate.

They thought they could break the law, and get away
with it. And the Senate did, until the auditors and the
RCMP got involved.

Would the RCMP be interested in the goings-on at COPA?

[kamikaze]

"It all starts with a special meeting of members."

Why? You have a case for the Court it looks like, why do you still need this meeting?

not that it's a bad idea to have one, I'm just saying it may not be required.

Might be nicer to get things at least corrected without involving the court ... but if the court is your best available recourse ...

[Jungle Jim]

Guys,

The COPA flights with meeting dates are all listed on the web site. With all the responses and views on this topic, may be visits to the individual flights to enlighten the members as to what's happening is in order. Should be easy to do with all the people here. This should give an indication as to what the general membership feeling is.

Just a thought.
Jim

[spafloats]

The September COPA paper arrived in my snail-mail today. Nowhere to be found is any reference to the vacant Board seat despite the fact that it has been decided that the seat will be left vacant until the next A.G.M. of COPA. This was confirmed to me in a face-to-face meeting with COPA Board Chair Paul Hayes last Saturday.

The COPA Board had the choice (according to the bylaws) of having a by-election (the most democratic choice), appointing a Director (cronyism), or leaving the seat vacant and denying the people who nominated and voted for Doug Ronan as their representative a voice at the table.

As a member of COPA since 1976, I find this behaviour highly undemocratic and offensive behaviour.

Paul Armstrong
Acting Flight Captain, COPA Flight 110

[Schteevie]

...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….

This thread is mostly over my head, but the above issue seems worth fighting about.

I am very disturbed by the strange "back door deals" that seem to be going on at CYTZ to slowly and systematically squash GA there.
It is not cool.
Does anyone have real info about what the ultimate plan is for CYTZ?
Like in 12 months are we gonna see CS100s all over the place and Porter not selling 100LL?

[AirFrame]

You need to stop focussing on the political rhetoric.

The only relevant item is the *allegation* that Doug Ronan's membership was *refunded* after his renewal was *accepted*. Has it been shown that a membership payment was made and confirmed in advance of his previous expiry date, and then refunded after the expiry date? I'm assuming for now that it has.

*Why* the refund was made is not relevant. What is relevant, is *how* it was done, given that there is no mechanism for refunding a membership in the bylaws.
The bylaws do specify a procedure for removing a member, but that process was not followed either.

It *sounds like* some people (or an individual) in COPA decided that they would be better off if Doug wasn't around, and fabricated a "missed membership renewal" followed by a strict interpretation (no renewal, no membership, no board seat) of the bylaws to remove him. There's nothing "wrong" with a strict bylaw interpretation, although it's a bit anal. There *is* something wrong with deciding you don't like someone and fabricating a way to remove him. But as we've seen nothing factual to this point, it's all allegation.

[photofly]

As far as the law is concerned, arbitrarily refusing to renew someone's membership for a bogus reason is just as bad as revoking someone's membership for a bogus reason.

[AirFrame]

Don't the bylaws have wording to the effect that membership applications (and perhaps renewals) are approved by the President? I forget the exact wording now...

[photofly]

Given the bylaws have a procedure for removing a membership which requires a meeting of members, it's not ok to do an end-run around that by simply waiting for the membership in question to be up for renewal and then refuse to renew it. That would frustrate the clear intent of the bylaws.

As to whether it was the chairman or Psutka: the chairman assured the membership that it was a board decision, and nothing to do with Psutka.

[floatplaneflyer]

The old Bylaws said the President had the right to approve a new membership. They said nothing about approving a renewal of an existing member.
2010 Bylaws (superseded by new, 2013 Bylaws)
3-A Eligibility
Any person who supports COPA's objectives may become a member upon acceptance of their application for membership by the President and CEO and payment of the required membership dues in accordance with section
3-C "member(s) in good standing"
shall mean any member whose membership payment has been verified by COPA staff or by electronic transfer. A member remains in good standing until the end of the month in which his or her membership expires. Members who renew their membership prior to expiry shall commence their renewed membership term from their current date of expiry. Members who renew their membership after the end of the month in which their membership expires shall commence their renewed term from the date their membership payment is received by COPA;

The current Bylaws approved at the Annual General Membership meeting on June 22, 2013 say that a new member is "accepted into membership by resolution of the Board or in such other manner as may be determined by the Board". Once a person has been accepted as a member the only way his membership may be involuntarily terminated is by way of a Special Resolution of the Members.
The Board Chairman claims the President did not have anything to do with terminating Doug Ronan's membership. The instructions to the staff to return Ronan's membership fee was supposedly given by the Board. The fact that there is no provision in the Bylaws to refuse a dues payment does not seem to have occurred to the Directors or do they appear to care that they have exposed COPA to possible legal action from Ronan and from any member that wants to challenge their actions as illegal. There are many, many members, including several lawyers that are contemplating taking COPA to court.

[Schteevie]

have pulled ejection handle from this thread.

[floatplaneflyer]

I guess that means you don't care if COPA is run according to the Constitution and Bylaws approved by a majority of the members.

[AirFrame]

Him, and the other 99% of the membership, apparently.

[pdw]

That must be the 'coolest' way to exit I've ever seen.

My Aunt's company used to run a course that would work with two competing forces in upper management of some larger organizations to discover a way to get along with each other. Sometimes that sort of help is needed, and can work wonders.

I used to be a member, and now actually feel like joining again now that I see some real wrangling is going on do do the right thing. Sure hope it's not blowing lots more money over petty arguements, which just produces that overwhelming urge to get out of the picture like this guy in the jet-suit.

[BGH]

I am under the impression with replies from Hayes & Psutka about the method used to remove Ronan that I am the only one that has bothered to write copa with my concerns.
The replies from them were with indifference,perhaps from Hayes to be almost annoyed that I bothered to ask him why he chose that method,suggesting perhaps that I should read his reply in the copa paper again.I told him I returned it unopened,I asked for a refund of the year remaining on my membership & was told that refunds can't be offered.Monday I pull the ejection handle on the whole copa boys club mentality.It's turned out to be a WOFTAM.

Regards;
Daryl

[CpnCrunch]

Similar crap is happening at a large flying club in Southern Alberta (I just heard today), and also at a large flying club in BC. It seems that whenever you get a lot of pilots together, they just end up stabbing each other in the back.

All I want to do is fly a plane and maybe socialise with other pilots - I don't need all the political BS, personality clashes and backstabbing that seem to be prevalent in these organisations.

[AirFrame]

Maybe the problem is "organization". Maybe we need to move from a hub-and-spoke style club, with HQ in Ontario and members in Flights, to just having members everywhere with no real centralized leadership. Just thinking out loud, no idea if it could work...