doug ronan removed as director from copa

[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

[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

[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.

[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

[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.

[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.

[North Shore]

Anyone here from COPA who can give us their side of the story?

[Doc]

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.

[Cat Driver]

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

Same here.

[CFR]

I belong to COPA for the insurance and AOPA for the cool magazine!!!

[AirFrame]

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.

[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

[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?

[AirFrame]

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.

[Beefitarian]

Banff?

[photofly]

I'm not sure what the problem with COPA spending money to try to keep CYTZ open for GA is. Nobody objects to them spending money on legal battles at other airports.

[dstechnical]

Nobody has threatened GA at the Toronto Airport. It may be busier than it was 10yrs ago but at least it is not shut down like Buttonville will be. I oppose us spending 25K of donated money where it may not be necessary. I posted this because of the way I feel Mr Ronan a duly elected official was treated. All is not well within the COPA board.
They may have the right to kick him off the board for not agreeing with the majority of the board, but it is unfair for them to take his membership away. He should have the right to stay a member go back to the membership with his position and run again. It seems if you do not agree with the COPA president or board they have the right to take your membership away. Sounds very undemocratic to me. i guess I may not be a member when my renewal comes up.
I posted this here to stir up the pot. I am waiting to see what COPA posts on the online news letter about this. I am hoping that Mr. Ronan will give a full account of this matter so the membership can have a full accounting of this matter.

[Bede]

COPA took up the case of Bernard Laferrier (sp?). Mr. Laferrier had fought to keep his air strip open against the wishes of the Quebec government. He was successful at the Quebec Court of Appeal but passed away between that time and the hearing at the Supreme Court of Canada. COPA took up the case on his estate's behalf. Fascinating case and excellent outcome. This case, along with the sister case of LaCombe should be read by every pilot.

http://www.canlii.org/en/ca/scc/doc/201 ... 0scc39.pdf
http://www.canlii.org/en/ca/scc/doc/201 ... scc38.html

[photofly]

Nobody has threatened GA at the Toronto Airport.

i don't think you're in full possession of the facts. Regardless, though, the COPA board believes GA is under threat at CYTZ. Their opinion is the one that counts.

The treatment of Doug Ronan does sound like it violates all the fiduciary duties of the other directors though.

[Trematode]

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).

The national leadership were shamefully quiet when it came to supporting the Edmonton City airport, and along with it a good chunk of GA in the area. At least AOPA puts out a good magazine.

[CpnCrunch]

The national leadership were shamefully quiet when it came to supporting the Edmonton City airport, and along with it a good chunk of GA in the area. At least AOPA puts out a good magazine.

They weren't quiet at all on that issue. There was just nothing they could do to stop it happening (like AOPA couldn't do much to stop Meigs Field closing).

[Docav8or]

As a longstanding member of COPA and passionate about aviation in Canada, I have a few concerns and questions about the actions and motives of the leadership.

I was involved with the COPA 101 Chapter which had its Charter revoked by COPA a few years ago on the word of a scam artist Flying School which has bilked numerous good people and flight students and investors out of hundreds of thousands of dollars before going out of business. To my knowledge no proper investigation of the issues was done and the Chapter members were never questioned nor considered in any way before this unilateral action was undertaken. With a great deal of effort and after successfully saving the Lindsay Airport from closing with the help of Doug Ronan, the Chapter was reinstituted, without any apology from COPA leadership who clearly were in error with their initial actions.

Doug Ronan has, in my experience always been passionate about aviation and has worked diligently to protect COPA members and the freedom to fly in Canada. He has always been well connected to the pulse of aviation affairs and is extremely knowledgeable about the business and politics involved. His passion may make waves but if we only want one voice or opinion then why bother to elect any directors to act in our best interest, and not just pay one guy to make all the decisions, and god forbid we dare question whether they are good or bad for the membership.

Just my opinion.

[Docav8or]

Below is the COPA Statement


Recent Board Action
By Paul Hayes, Chairman of COPA
The Executive of the Board of COPA, backed by a majority of the full Board, has recently taken steps in relation to a sitting Director, Doug Ronan. The action was necessary, decisive and, as determined by the Board, in the best interests of COPA. This note is intended to quell the rumors that have been circulating and to ensure the facts are available to our members.
One of the express written duties of a Director of COPA is to “Accept and uphold all duly passed Board resolutions and motions.” This is consistent with the operation of all organizations which take collective decisions. The time for differences and debate is when such resolutions and motions are being considered. Once passed by majority vote, a Director is required to accept, uphold and support the collective wisdom of the Board, whether they initially agreed or disagreed with the proposed Board action.
Attacking such decisions, after same have been fully debated, voted upon and thereafter implemented, is not only contrary to the express duties of a Director, it undermines the effectiveness of the organization as a whole. If a member of any Board simply finds themselves unable to support the collective decisions of same, that individual must, in all good conscience, resign.
Further, a requirement of ordinary membership in COPA is to support the aims of the COPA. Those aims are expressed through the resolutions of the elected members of the Board as they are passed by majority vote from time to time. A member, particularly a Director, who attacks Board decisions after they are taken at duly held Board meetings, undermines the aims of this organization. Such a Director jeopardizes his or her continued membership in both the Board and in COPA itself.
Mr. Ronan has expressed his opposition to two decisions taken by the Board on unrelated initiatives during his tenure. His opposition to those decisions has increased as time has passed. His criticisms have not been confined to the merits of the decisions themselves nor have they remained within the Boardroom. They have included attacks leveled at individuals, including those who are not elected members of the Board.
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.
There is no question Mr. Ronan’s opinions are genuinely felt. In our free and democratic society, individuals are entitled to their opinions and to express same and to criticize the decisions and actions of organizations: but not from a privileged and confidential position on the inside. An individual is not entitled to oppose the very collective decisions of an organization which they expressly mandated to uphold, support and help implement.
Such actions undermine the effectiveness and aims of the organization and can, if unchecked, threaten the very existence of that organization.
The Board felt that it could not simply stand by and allow such actions by one of its members to undermine the effectiveness of COPA. Accordingly, the Board asked for Mr. Ronan’s resignation. When same was refused, the Board instructed its staff not to renew the membership of Mr. Ronan, which expired on June 30, 2013.
As Mr. Ronan is no longer a member of COPA, he is ineligible to sit on its Board.
The forgoing actions were entirely those of the elected members of the Board of Directors. Contrary to certain rumors, including allegations published by Mr. Ronan himself, these actions were not taken by COPA’s President and CEO.
The President properly distanced himself from this issue and is commended for so doing. The President and CEO of COPA continues to enjoy the full backing and support of the Board of Directors.
Again, the actions taken in regards to Mr. Ronan were entirely those of the elected Board and the Board alone.


IT LEAVES QUESTIONS AND A BAD TASTE in my opinion.

[Docav8or]

In response to the COPA statement about removing Doug Ronan as Director of COPA

Mr. Hayes,

A few questions to the Board that we the members deserve answers to regarding the Chairman's Message on the COPA website re Doug Ronan:

1. What are the two issues and background that are at the center of this controversy?

2. Why was this done so secretly - it appears that the board is trying to cover up something?

3. Is it true that Mr. Ronan renewed his COPA membership and that the President refunded it the day he refused to resign?

4. If Mr. Ronan really did something wrong why didn't the board remove him as a director as is set out in the by-laws on your website?

In section 5-G section 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"

5. The message on the COPA website clearly states that Mr. Ronan's only crime has been to complain/criticize some board decisions - what mechanism is in place if the board makes a decision which is later found to be flawed or needs further discussion? From what you have written a board decision stands even if it found to be incorrect or new information comes about?

6. "The forgoing actions were entirely those of the elected members of the Board of Directors. Contrary to certain rumors, including allegations published by Mr. Ronan himself, these actions were not taken by COPA’s President and CEO. " The basis for Mr. Ronan's membership not being renewed (or in fact refunded) is weakly based on the following line in the By-laws that states:

"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."

"3-C Application for Membership: Any eligible person may become a Regular, Family or Corporate member upon filing an application duly completed and upon payment of the membership dues."

So if the President and CEO had nothing to do with it (as you state repeatedly in your message and appear quite concerned about), how was this accomplished? So which is it?

7. It appears that the Board did not like the way Mr. Ronan presented his complaints but how exactly were the content of these complaints/criticisms against the aims and objectives of COPA and its members?

[photofly]

The Board felt that it could not simply stand by and allow such actions by one of its members to undermine the effectiveness of COPA. Accordingly, the Board asked for Mr. Ronan’s resignation. When same was refused, the Board instructed its staff not to renew the membership of Mr. Ronan, which expired on June 30, 2013.

Does this, in anyone's opinion, comply with a Board's statutory duties:

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.

I wonder if Doug Ronan wants a bun-fight through the legal system.

Most directors of non-profits don't actually have a clue about their actual powers or their fiduciary responsibilities.