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Boring but it is important

 

In my April column I said the proposed new COPA by-laws would be printed in the June paper for you to read prior to our annual general meeting in Moncton. As it turned out we had to publish more documents than just the new by-laws and the total volume was much more than expected. Instead we decided to post all the documents in the Members Only section of our website. Follow the link “COPA By-Laws”.

At the AGM in Moncton, on July 7, we will be asking members to approve the new by-laws and ancillary documents. For those who are interested in the changes or want to wade through all the documents the following explanation might help.

The By-laws Review Committee, chaired by Ray Hawco, Director for Newfoundland and Labrador, spent many, many hours over the winter months reviewing the current COPA by-laws and Letters Patent in order to bring them up to date.

COPA was incorporated in 1954 under very basic Letters Patent, which conformed to the Companies Act of the day. Since then by-laws have been added and periodically amended through the years. As you might expect over such a long period of time the by-laws did not keep pace with COPA’s evolving operating practices, so the Board wanted an overall review done.

Our lawyer pointed out that the Corporations Act of today was different and our Letters Patent needed updating as well.

The proposed by-law changes encompass the current operational practices of COPA. The Review Committee also identified opportunities for improvement in processes and opportunities to move policy items out of the bylaws into our new Board Polices structure. The Executive committee provided guidance on all changes and our legal council provided advice and ensured compliance with the Canada Corporations Act.

On our website you will find three documents regarding the operating by-law changes. The first is a copy of the “Current COPA By-laws” which is the only by-laws document we currently have. The second is a “Changes” document which provides a comparison of the current and proposed by-laws. The third is the new “General Operating By-law No. 1”.

As the name implies this is the primary operating by-law and replaces the current by-laws. If you want to get the gist of the changes read the “Changes” document. If you like to read nitty gritty deals then read all three.

Our lawyer advised that three areas needed updating in COPA’s Letters Patent. The first is the statement of our objectives. COPA was originally established “to promote and encourage all phases of aviation.” The reality today is that we can not promote all phases of aviation and must narrow our focus to be more effective, which we have done with our mission statement. We are therefore proposing to incorporate our mission statement into the Letters Patent.

The second area is the inclusion of a dissolution clause. Although there is one in our current by-laws today’s Corporations Act requires that it be in the Letters Patent. The text for this was supplied by our lawyer.

Similarly the text regarding borrowing in the current Letters Patent is not in compliant with today’s Act so our lawyer provided new wording commonly in use today. It is also required that a borrowing by-law be constructed to correspond with the Letters Patent.

So the fourth document you will find under By-laws in the Members Only section is By-law No. 2 which authorizes these three amendments to the current Letters Patent. This is followed by By-law No. 3 which is a borrowing by-law to go along with the revised borrowing section in the Letters Patent.

The final document is By-law No. 4 which authorizes the repeal of the old by-laws and the enactment of the new General Operating By-law No. 1.

If you’re not a lawyer you will probably find this stuff rather boring, but it is important. In my time on the Board there have been many occasions when we pulled out the by-laws and had lengthy discussions on the interpretation of clauses and their applicability to the business at hand. The cleaner and more precise these documents are the better and more consistent the governing process will be.

The end result is up-to-date Letters Patent and By-laws that are compliant with the current Corporations Act and in line with our current operating practices and policies.

At the AGM in Moncton I will be asking members to vote on the acceptance of these items. If you are unable to attend the AGM remember you can appoint someone to vote for you by proxy (see the Notice of Annual General Meeting elsewhere in this issue).

Meanwhile, keep your prop spinning.