court file number: 1503-03309 origi ii stephen...
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ORIGI iiCOURT OF QUEEN'S BENCH OF ALBERTA
COURT FILE NUMBER: 1503-03309
COURT:
JUDICIAL CENTRE: EDMONTON
PLAINTIFFS: CLAUDE COLGAN, ERICKA CLARKE,DARLENE MACKENZIE, KURT LUCIA ANDSTEPHEN BUDDO
DEFENDANTS: CANADA'S NATIONAL FIREARMSASSOCIATION AND SHELDON CLARE
_______-__—__—.——-.-—----u-._....-.__-____________.---__.....____
QUESTIONING ON AFFIDAVITS
OF
SHELDON CLARE
SWORN THE 19TH DAY OF MARCH
AND THE 23RD DAY OF APRIL, 2015------u---------......____________-_____—---_________—_---
M. Stoyanov, Esq. &. For the P1a1nt1ffsA. Kn1se1y, Esq.
K.G. Heintz, Esq. For the Defendants
Richard D. Jacobs, CSR(A) Court Reporter/Examiner
EDMONTON, A1berta7 May, 2015
J1C£LRgmflfiy5wvka2m;L'PI'iom:: (780) 497-4223
INDEX OF UNDERTAKINGS
(Undertakings are provided for your assistance.
Counse1's records may differ. Please check to
ensure that a11 undertakings have been Tisted
according to your records.)-i***i*'k*'k‘t**i'****-ki"A-i--I-titi1****'k*'kitiiii'*'k**‘§'k'.l’**i'i'ti'*i
NO. DESCRIPTION PAGE
[UNDERTAKING NO. 1: TO DETERMINE 19
WHETHER A DEBT OBLIGATIONS REGISTER IS
APPLICABLE TO THE ASSOCIATION AND IF SO
TO ADVISE IF IT IS MAINTAINED AT THE
REGISTERED OFFICE OF THE ASSOCIATION]
[UNDERTAKING NO. 2: TO PROVIDE 34
CORRESPONDENCE BETWEEN MR. CLARE AND THE
STAFF OF THE REGISTERED OFFICE WITH
RESPECT TO ANY INSTRUCTIONS OR
DISCUSSIONS REGARDING MISS CLARK'S
REQUEST FOR THE PRODUCTION OF DOCUMENTS]
[UNDERTAKING NO. 3: TO PROVIDE A COPY 49
OF THE NOTICE TO THE DIRECTORS OF THE
JULY 218T, 2013 MEETING]
[UNDERTAKING NO. 4: TO PROVIDE THE 64
MINISTERIAL APPROVAL FROM CORPORATIONS
CANADA OF THE JULY 29, 2015 BYLAW
AMENDMENTS]
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[UNDERTAKING N0. 5: TO LOOK FOR ANY 65
COMMUNICATION IN 2014 REGARDING THE FACT
THAT THE MEMBERSHIP HADN'T SANCTIONED
THE CHANGES TO THE BYLAWS]
[UNDERTAKING NO. 6: TO SEARCH FOR AN 68
EMAIL FROM THE NFA DATED 2014, 07-16]
[UNDERTAKING N0. 7: T0 ADVISE AS TO THE 75
DATE THE AUDITORS WERE ENGAGED IN THE
SPRING OF 2015]
[UNDERTAKING N0. 8: TO PROVIDE RECORDS 76
OF VOTING RELATING TO THE APPOINTMENT OF
THE AUDITOR]
[UNDERTAKING NO. 9: TO PROVIDE THE 75EMAIL SENT REGARDING THE VARIOUSQUOTES][UNDERTAKING N0. 10: TO PROVIDE A COPY 77OF THE ENGAGEMENT LETTER WITH THEAUDITOR][UNDERTAKING-N0ru11+——T0-PROVIDE-A-COPY ———93OF MINUTE OF THE DIRECTORS MEETINGREFERRED TO IN PARAGRAPH 26 OF MR.CLARE'S MARCH 19TH AFFIDAVIT]
UNDE TAKING Ho. 12: TO PROVIDE A COP 131OF THE LIST OF REGISTERED OFFICERS FORTHE PAST FIVE YEARS IF AND WHEN IT ISCREATED]
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INDEX OF EXHIBITS
NO; DESCRIPTION PAGE
[EXHIBIT 1: LETTER DATED JULY 29, 2013] 48
[EXHIBIT 2: Draft minutes of the 48
director te1econference Ju1y 21st, 2013]
[EXHIBIT 3: By1aws received from 67
Corporations Canada]
[EXHIBIT D-4: Form 4006 changes 111
regarding directors of the association]
13
INDEX OF OBJECTIONS
(OBJECTIONS ARE PROVIDED FOR YOUR ASSISTANCE.
COUNSEL'S RECORDS MAY DIFFER. PLEASE CHECK TO
ENSURE THAT ALL OBJECTIONS HAVE BEEN LISTED
ACCORDING TO YOUR RECORDS.)it***it'k**iti'tt't***t'*********'kk*tt**ti't1'l'****i'i-*******i
OBJECTION PAGE
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SHELDON CLARE, AFFIRMED AT 1:06 P.H.,
QUESTIONED BY MR. STOYANOV:
MR. STOYANOV: Good afternoon. I just want
to confirm that you are the Sheidon Ciare who
swore an affidavit dated March 19th, 2015 and
a1so on Apri1 25th I beiieve, 2015?
I thought it was 23rd.
It's hard to read. Yes, maybe 23rd, indeed.
I am.
Okay. And I want to confirm aiso that you're
here in two capacities, one in your personai
capacity and an individuai named in this
appiication, and a1so as a representative of
the Canada's Nationa1 Fire Arms Association?
I am.
And your answers you're going to be giving us
on beha1f of the, on behalf of Canada's
Nationai Fire Arms Association are binding on
the association?
HEINTZ: That's correct, sir. Insofar
as the Ru1es of Court provide.
MR. STOYANOV:
background as to the NFA, the Nationai
Can you give me some
Firearms Association, when it was associated,
incorporated, what happened in the early
years?
we11 I wasn't there in the ear1y years.
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I understand that.
I'm a historian, I suppose I cou1d give you a
history Tesson if you have Tots of time.
Just brief1y p1ease.
Okay. The NFA was origina11y started in the
1970s by a fe11ow named Bi11 Jones, a1ong with
severa1 other individua1s who sought to make
changes in Canadian firearms Taw. They were
concerned about particu1ar1y Taws originating
from the 1960s, 1968 in particular out of the
Libera1, then Libera1 government. They were
particu1ar1y concerned with the pending Bi11
C51 which wou1d have come into force I be1ieve
in 1978, which among other things wou1d have
brought in the firearms acquisition
certificate, wou1d have created a prohibited
c1ass of firearms, restricted c1ass of
firearms and brought in a number of other
strictures. The association was unsuccessful
in preventing that 1egis1ation from moving
forward and thus it became defunct for a
period of time, after which it was reinstated
under a s1ight1y different name in 1984 by one
of those founding members, David Tom1inson.
what was that name?
The Nationa1 Phoenix Communications &
Information Association, Firearms Association,
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it's not quite correct as I'm saying it but it
wouid be a —- I might actua11y be able to give
you a corrected version of that if I have a
copy of that here, kind of a minute book or
something.
HEINTZ: Like he says Mr. Stoyanov, I
think we've got it here in this binder.
The Nationai Phoenix (1984) Firearms
Information and Communication Association
(NFA).
MR. STOYANOV: And that was a non-share
capitai corporation under the Canada
Corporations Act?
I have no knowiedge of that at that time, I
was not a member.
Okay. And currentiy the name is Canada's
Nationai Firearms Association?
That's correct.
And basicaiiy it was continued under the
Canada Not For Profit Corporation Act on March
26th, 2014?
2014? I wouid have to have a iook at the
documents, but if you say so.
Fair enough. Now, the membership of the NFA,
how do you go about becoming a member of the
NFA?
How do you become a member of the NFA?
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Yes?
we11 membership in the NFA is avai1ab1e to
peopie as stipu1ated in the by1aws.
Do they have to pay a fee of some sort?
That's correct.
A membership fee?
Yes, or there are other different c1asses of
membership, for exampie there are business
members and 1ife members. Life members don't
pay a membership fee. There's, seniors pay
different membership fee. we have different
categories of membership.
How do you become a Iife member?
We11 it's genera11y an appointment based on,
there's a coup1e of ways you cou1d, you could
pay a iife membership fee or you cou1d be
granted iife membership by the board of
directors.
who appoints directors in the association?
Directors are e1ected provincia11y under our
current structure by members.
By the members, okay. what is the ro1e of the
directors?
we11, it's, the directors are under various
governance modeis and the governance modeis of
course boards of directors tend to set their
own patterns. But they do things 1ike set
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genera1 po1icy, oversee those stipu1ations as
contained in the by1aws for directors, I think
they're spe11ed out fairly we11 in the byiaws
what directors do. And oversee the affairs of
the association.
And do you know who the current directors are
by heart?
Yes I do.
Okay, wou1d you please state their names for
the record?
The names of the current directors?
Yes?
we11, the current directors are myse1f,
Sheidon C1are; Jarroid Lundgard. In British
Co1umbia -- Jarroid Lundgard is in A1berta.
Ericka C1ark is in A1berta. B1air Hagen is in
British Co1umbia. There's a Kurt Luchia from
Saskatchewan, there is a Bi11 Rantz in
Ontario, Dar1ene MacKenzie in Ontario and in
the Maritimes we have Robert Bracket. Pardon
me, Quebec has Stephen Buddo, and it a1so has
C1aude Co1gan.
HEINTZ:
STOYANOV:
I think that's everyone.
That's 10.
Very good, yes.
I'm not ab1e to count on my fingers I'm
afraid.
The directors my understanding is, appoint the
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officers of the association?
The directors e1ect the officers of the
association.
So you are the president?
That's correct.
And Mr. Jarro1d?
Lundgard.
Lundgard is the secretary?
That's correct.
Then Bi11 Rantz is the treasurer?
B111 Rantz is the Ontario director and
treasurer, that's correct, and there is a
vice-president in British Co1umbia as we11,
which is B1air Hagen.
So the vice-president office was in British
Columbia on1y or was it for the entire
association?
The executive officers wou1d be e1ected for
anywhere. He's the executive, or he's the
vice-president for the entire association.
His name again is?
B1air Hagen.
So that position isn't vacant current1y, is
it?
No.
Now, a11 the directors must be voting members
of the association?
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Directors, yes.
And is there something ca11ed an executive
committee or an executive?
Yes.
Can you exp1ain what that sort of means?
Those are present1y the executive officers of
the organization.
Now, in your affidavits there's a reference to
the executive, this is paragraph 27?
In which affidavit are you referring?
The March 19th affidavit, 2015.
Paragraph?
27?
M-hm.
You speak of somebody trying to oust the du1y
appointed Executive with a capital E, I'm just
trying to understand what you mean by that
word Executive?
I think if you Iook at my affidavit that on
attachment E, I think the attachment speaks
for itseif.
HEINTZ: Just for the record the
witness is referring to Exhibit E Mr.
Stoyanov.
MR. STOYANOV: Perhaps you can help me out, I
don't see any reference to the term I guess
"Executive" with a capita1 E, I just want to
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understand what that rea11y means, the
executive?
Sure, if you Iook at paragraph F and paragraph
D as we1T as paragraph E, paragraphs D, E, and
F I think that makes it pretty c1ear.
Okay.
HEINTZ: Go ahead and exp1ain.
STOYANOV: wou1d you p1ease.
HEINTZ: Answer the question fu11y.
Certain1y. It says, and I mean I didn't write
these particu1ar minutes, but it wou1d
probab1y be best to question the person who
did. But --
Sorry?
I didn't write this, you'd probab1y best
question the person who did.
Actua11y my question was actua11y much
simpler. who is the Executive capita1 E, is
it the board, is it the officers, is it --
The executive officers and executive committee
of the association are genera11y referred to
as the executive, they're one and the same.
That's what I was trying to figure out.
Yes.
So the executive inc1udes who precise1y?
It wou1d inc1ude the president, the
vice-president, the secretary and the
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treasurer.
But not the directors?
No.
Okay. And this is the same as the executive
committee then?
I be1ieve that's what I said.
Okay. Just c1arifying. Now, we discussed the
manner in which the members of the executive
are appointed by the directors?
Eiected.
Eiected. Can you produce the minutes or any
other record of the resolution that appointed
the current members of the executive?
Yes, it wou1d be in the minute book. It wou1d
be at the annuai genera1 meeting in Vancouver
of Iast year, at the directors meeting prior
to the annuai generai meeting. Yes, we have
it right here, nomination of the executive is
Iisted on the Iast page of the minute, wouid
you Iike me to read it to you?
May I have a copy of it?
HEINTZ: Your office has been provided
with a copy.
It was unanimous and uncontested for any
position. It's just after directors reports.
MR. STOYANOV: Does that resoiution --
HEINTZ: It's tit1ed draft executive
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meeting 2014, Mr. Kniseiy.
That wou1d be I beiieve on May 23rd. 2014.
MR. STOYANOV: Now, I know that it says draft
executive meeting, were those documents ever
finaiized, how does that usua11y work?
We11 as you're aware, Roberts Ruies of Order
is one of our governing provisions and since
these meetings don't take p1ace on more than a
quarter1y basis these types of minutes are
genera11y approved by the secretary and the
president. They're not brought to the
directors, they don't, aren't required to be.
That's in Roberts Ruies of Order in the, where
is it here. on the 11th revised edition which
is the current proper one. I think that's at
page, I'm having troubie seeing with my
g1asses I'm afraid, I rea11y shou1d be wearing
bifocals but, yeah, it's on page 474, 475, and
it says, wou1d you Tike me to read it for you,
it's probabiy easiest?
Sure.
when the next regular business session wi11
not be he1d within a quarter1y time intervai,
it makes reference to pages 89 to 90, and the
session is not ionger than one day or in an
organization which there wi11 be a change or
repiacement of the portion of the membership,
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the executive order or committee reported for
the purpose shou1d be authorized to approve
the minutes. The fact that the minutes are
not then read for approvai at the next meeting
does not prevent a member from having a
reievant excerpt read for information nor does
it prevent the assembly in such a case from
making additiona1 corrections, treating the
minutes as having been previous1y approved,
etc. etc. I hope that's he1pfu1. wou1d you
1ike to have a 100k at it?
That's fine, thank you. I just wanted to
confirm these draft minutes were at some point
approved.
I've approved them.
You have, okay. And when was that?
I went through a11 of the minute books just
recent1y on my visit here today, or actua11y
yesterday when I was Iooking through them.
And that's when you approved them?
That's when 1 approved them, yeah.
So the powers of the executive committee, is
that up to the directors to define or are they
set out in the by1aws?
I think the by1aws are pretty c1ear about
that.
Now, the association a1so emp1oys a genera1
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manager; is that correct?
Yes it does.
what does that person do?
That person administers and Tooks after our
office and our office staff. That person is
responsibie for the good order of the NFA
offices, in our case that person is a1so our
privacy officer and supervises our bookkeeper
and reports to me as the representative of the
board of directors and the executive
committee.
And who ho1ds that position currently?
That is he1d by Ms. Ginger Fournier.
Now, I was under the impression that she was
supposed to report to the vice-president but I
guess in the absence of a vice-president?
In our byiaws the office of executive
vice-president was one that we actua11y used
to assign to the manager of the office, that,
in our previous manager that person he1d that
particu1ar position. However, we had some
probiems with that person and the position as
defined, so we decided not to utilize that
position any Tonger. So that genera] manager
was no Tonger, instead of having an executive
vice-president who in effect was the genera1
manager, we eiected to have a generaT manager
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who managed the office and those affairs and
reported to the executive on behaif of the
board of directors.
50 the genera1 manager has taken on some of
the responsibilities that wou1d ordinari1y be
the executive vice-president's?
That particu1ar section in the by1aw was
designed for that particu1ar person except we
decided to no 1onger use that particu1ar tit1e
for that particu1ar position.
Okay. Now, where is the association's
registered office?
It's
At 45th Avenue?
in Edmonton.
That's correct.
9683-45th Avenue?
I don't know the address off the top of my
head but if you're certain of it I'11 accept
your certainty.
Fair enough. And of course the association
maintains its officia1 records at that office?
Yes.
So I'm going to read off a bunch of types of
documents and I want to confirm that those are
in fact kept at that registered office. One,
the artic1es?
The artic1es?
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The artic1es?
Can you be more specific the articies,
magazine articies?
No, the articies in the sense of the artic1es
of the association?
Yes, as I understand it they're kept in the
office.
And the association's by1aws?
Yes, they're e1ectronica11y kept, they're on
our web site of course and our paper copies
wouid be at the office as we11.
A11 the amendments to the byiaws?
Yes.
The minutes of the meetings of the members?
Yes.
A debt obiigations register?
I'm sorry I don't know what a debt ob1igations
register is.
Okay. Can you undertake to confirm whether or
not --
Yes, I couid probably find that out.
HEINTZ: whether or not what?
STOYANOV: A debt ob1igations register is
maintained at the registered office of the
association.
HEINTZ: Can the first part of the
undertaking Mr. Stoyanov, be to determine if
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the debt ob1igations register is app1icab1e to
this association and if so.
STOYANOV: Certain1y.
HEINTZ: If it's maintained.
STOYANOV: Yes.
HEINTZ: Thank you.
[UNDERTAKING N0. 1: TO DETERMINE
WHETHER A DEBT OBLIGATIONS
REGISTER IS APPLICABLE TO THE
ASSOCIATION AND IF 80 TO ADVISE
IF IT IS MAINTAINED AT THE
REGISTERED OFFICE OF THE
ASSOCIATION]
HEINTZ: whi1e, and I apo1ogize whi1e
I'm interrupting your questioning, I shou1d
just qua1ify when Mr. C1are is testifying
today that the records are kept at the office,
right at the moment they're in your boardroom
on this tab1e, they're not physica11y there
today.
STOYANOV: I understand that.
A register of directors?
Yes.
A register of officers?
Yes.
A register of members?
Yes.
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Accounting records?
Yes, and they wou1d a1so be with our
accountant.
Annuai comparative financia1 statements?
Yes.
The report of the auditor or pubiic accountant
on the annuai comparative financiai
statements?
Yes, where such is avai1ab1e that's kept at
the office.
Minutes of meetings of the directors?
Yes.
And aiso minutes of the meetings of the
executive committee?
Yes.
who is responsibiie at the association to
prepare and maintain those records?
we11 the by1aws outiine the responsibi1ities
of the various officers, of course some of
these, some of the administrative tasks are
deiegated to staff given that the organization
is spread across the country as it is, and
officers do not 1ive in Edmonton or dai1y
frequent the office. These things are heid in
the custody and maintained and iooked after by
the staff as deiegated.
So for exampie the minutes of the meetings of
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the directors and the minutes of the meetings
of the executive, who at the office wou1d be
responsib1e for maintaining those and keeping
them?
The genera1 manager.
Okay.
Under the supervision of the secretary, who is
not at the office.
Right. But that is done under the authority
that's given to that person by the directors
and the executive?
Yes.
They sort of oversee things?
Yes.
And are responsib1e for comp1ying with
whatever 1ega1 ob1igation there is in that
respect?
I'm sorry, you went a Tong way, I Tost the
train of your --
So the general manager acts on the
instructions of the executive and the
directors?
That's correct.
As far as making sure that whatever 1ega1
requirement there is to keep records that
that's being done correct1y?
Yes. They a1so take the ro1e of te11ing us
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when we're not te11ing them what we need to
te11 them sometimes as we11, which is
something that's quite va1uab1e and important,
particuiariy in a vo1unteer organization, to
assist us in maintaining our fiduciary
responsibi1ity.
You mentioned you'd reviewed these documents
just recent1y?
I happened to be in the office so I made sure
I had a good Iook at them.
Do you often do that or do you get a chance to
review the documents on a regular basis?
In the office, no.
But as it being generated or created
throughout the years you wou1d usua11y --
I try to keep a finger on things, on the pulse
of the things. I of course try to trust my
peop1e so I'm not micro managing in any sense
of that word, it's not my management sty1e.
But you're fami1iar with the nature of those
documents and information they contain?
Of course, yes.
Now, the records that I mentioned ear1ier a11
the minutes and the registers and those types
of documents, do you have records that date
prior to January 1st? Sorry, records between
January 1st, 2009 to the present time?
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I beiieve we do.
How far back does it go?
we11 we have a gap I think from 2002 because
we had some difficu1ties with staff in the
office which were the subject of another 1ega1
matter, and I have my suspicions about where
some of those documents went and are being
he1d. And I've tried to take steps to Iocate
some of them but we have a gap during a period
of turmoi1 in the office where some of those
records are not available.
what time period is that?
It's about from 2002 to 2009.
But since then they're quite consistent and
comp1ete?
Yes. I've tried to make that my ro1e as being
president is to professionaiizing the office
and making sure we're fo11owing procedures and
making sure that we're fo11owing our duties
and responsibi1ities as required by 1aw, and
required by good duty to care and fiduciary
responsibi1ity of the directors, and a1ways
with an aim to act in good faith.
And what sort of steps did you take in order
to make this actua11y happen in practice?
we11 when I became president and we engaged.
and we had a good team of directors, we tried
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to make sure that as a team we appointed goodpeople in roles of executive authority. Wemade some staff changes. we, one of the
people we hired was Ms. Fournier, on the
recommendation of one of our consultants atthe time, and we proceeded to move our officesfrom where they were previously, which was adismal, moldy. filthy little place with torncarpets and burgundy paint on the walls, andjust a general horrible horrible place. Ifound my nose clogging when I came into theplace. It was upstairs, it was inconvenient
for wheelchair access, it was not what was inthe vision of anyone who had been there as tothe public face of a national organization.And one of our first instructions to our newgeneral manager was to ensure that she foundus suitable lodgings commensurate with thestatus and needs of the organization, with thegoal of providing a happy, productive work
place that would be running in an efficientmanner commensurate with the needs of themembership, the directors, the executive andthe Canadian firearms public frankly.Now, are you aware of any missing documents
from that time period or afterwards?
Oh, I was not aware that earlier documents
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were missing unti1 about a year or two iater I
had been to1d that we had some probiems with a
coupie of staff members who were iong since
departed from us, who were 1et go. And they
had been responsibie for maintaining documents
and iooking after them, doing bookkeeping and
so on, and the parting was not an amicabie one
and unfortunateiy a 1ot of documents went
missing. There was a1so an executive officer
at the time who had to be removed from the
organization who was, subsequent1y had his
accountancy designation removed due to bad
practices, not reiated to our particuiar
circumstances, but to other practices and
compiaints. It's a matter of pubiic record.
And we did get some fragments of documents
through a director from him which were reaiiy
not a11 that he1pfu1, so we did try to take
steps to reconstruct those, and we sti11 try
to find out where those went. But with the
rebranding, deveiopment of new byiaws we
estabiished a new organization and tried to
make sure we couid move forward with vigor and
with good intent to make sure that that kind
of nonsense never ever happened again.
Now, so as of recent things have been normai
as far as record keeping and --
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we try to do the best we can. we've had avery consensus driven board for the most part,our board has not been one to engage in
negativity. Our board, whiie we've had gooddiscussions, some points of disagreement, we
usua11y come to a consensus and move forward
based on that.
Has anything changed in the past severa1
months as far as the way you keep records,
particu1ar1y since February 24th, 2015?A change in the way? we11 we've become a bitmore rigorous about ensuring our transcripts
of our meetings are proper1y documented and in
keeping with the requirements of our byTaws inthe -- I shouid point out one thing, one ofthe things that is a practice and again Irefer to Roberts Ruies of Order, is thepractice of custom, and this has to dea1 witha particu1ar, if I may indu1ge, and I refer to
page 19 of the 11th edition Roberts RuTes ofOrder new1y revised: In some organizations a
particu1ar practice may sometimes come to be
fo11owed as a matter of estab1ished custom. Imight interject, the taping of our meetings we
wanted to make sure we had good transcript
capability of our meetings if it was needed to
refer back to points. To continue: So that
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it is treated practicaliy as if it were
prescribed by a ru1e. If is there no contrary
provision in the par1iamentary authority or
written ru1es of the organization the
estabiished custom shouid be adhered to uniess
assembiy by a majority vote agrees in a
particuiar instance to do otherwise. However,
if a customary practice is or becomes in
confiict with the par1iamentary authority or
any written ru1e, and a point of order,
referred to in 23, citing the conflict is
raised at any time, the custom falls to the
ground and the conf1icting provision in the
par1iamentary authority or written ru1e must
thereafter be comp1ied with. If it is then
decided to fo11ow the former practice a
speciai ruie of order or in appropriate
circumstances a standing ru1e or by1aw
provision can be added or amended to
incorporate it.
Now when you said you made those changes
recent1y, when did that actua11y happen?
we11 there were severai requests for
information and the requests for information
were perfect1y reasonab1e and iegitimate, and
this necessitated the need to ensure that the
taped transcripts of our directors meetings
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were put on to paper in minute form so that
they cou1d be avai1ab1e to those who had
requested them. Now this of course does take
a bit of staff time, effort and so on but we
made efforts to ensure that we cou1d meet with
those particuiar requests.
Okay.
Acting of course in the best interests of the
organization and in good faith.
Now, does anybody take notes or minutes of the
meetings in writing during those meetings?
Yes. In some instances where there have not
been taped transcripts, and I confess that I'm
a bit of a fumb1e finger sometimes with
pushing the right buttons on some of these
e1ectronic te1econferencing materia1, then the
secretary or a staff member wou1d take the
notes and then they wou1d be transcribed into
minutes. The secretary of course retaining
responsibi1ity for an accurate transcript or
an accurate minute of the meeting.
And those minutes are, those records are kept
at the registered office?
Yes, they're provided to the registered office
when whoever has been responsibie for writing
them down has been ab1e to do so.
And the audio recordings, are they kept as
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we11 or are they discarded once they're
transcribed?
we keep them a11.
How far back does that go?
As 1ong as I've been president.
The audio recording?
Yes.
Again when did you become president?
In 2010. we had no such sty1e or manner of
doing things before that, not that I'm aware
of, anyway.
Okay. Now, you had mentioned there had been
some requests for information from members or
directors that sort of caused you to make
those certain changes?
Yes. we saw that a continuation of our
practice had been questioned and as that's the
case, we11 okay, if you want this stuff we're
happy to provide it.
Very good. I know that Miss Ericka Ciark had
made a request of a simiiar nature on February
27th of this year?
I think I read something to that effect in her
affidavit.
Okay.
If you cou1d refer to me where that was.
HEINTZ: Mr. Stoyanov, if it assists,
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Miss Clark's affidavit of March 6th, 2015
references the date February 27th, 2015 at
paragraph four.
Paragraph four,
MR. STOYANOV:
yes.
So if you look at that same
affidavit, Exhibit A, there's an actual
letter?
Yes, I see that, from Ericka Clark.
Do you know who may have received that letter?
It wasn't sent to me.
Okay. She swears it was sent by recorded mail
to the registered office.
well
reason to doubt that that would be the case.
if she says so and swears so I have no
Is there one particular person at the office
who is responsible for receiving
correspondence?
well our general manager generally picks up
the correspondence and distributes it
accordingly.
Alright.
HEINTZ: I'm just going to refer the
witness to Exhibit B of Miss Clark's affidavit
Mr. Stoyanov, you're questioning about
delivery and your client has testified about
delivery in her affidavit.
MR. STOYANOV: There's a signature in that
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signature box, and there's a1so --
Picked up the 2nd month, 27th day, 2015 at
14:18 hours.
And then further down it says POD Eric?
Eric wou1d be one of our staff members at the
office.
Now have you seen this Ietter before Ms. C1ark
served her affidavit?
I don't reca11 seeing it before. I notice it
a1so says it was de1ivered on the 2nd month,
27th day, 2015 at 16:12 hours, it's by, what
is it, it has a company name, Axe Express
Inc., you have a11 this I guess.
Yes. So you don't rea11y know who received
that request, that written request by
Ms. Ciark?
You wou1d have to ask someone who received it,
I didn't receive it. I can't te11 you about
things I have no direct persona1 know1edge.
That wasn't, so nobody sent this Ietter to you
at the time?
No. I don't reca11 seeing this Ietter. But I
do get a 1ot of emai1.
Now, Ms. C1ark has stated in her affidavit
that she attended the registered office of the
association on March 2nd to inspect those
records.
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HEINTZ: Can you just refer the witnessto the paragraph you're talking about, sir.
MR. STOYANOV: That wou1d be the affidavit
sworn on March 6th, and on page two paragraph
six on Monday March 2nd.
M—hm.
On Monday, March 2nd, 2015, 9:00 a.m.: I
attended the registered office of the
association and met the association's general
manager Ginger Fournier. Did Miss Fournier
advise you of Ms. C1ark's visit?
She advised me of the visit, I don't know, I
don't reca11 if it was on that day or another
day.
was it shortiy thereafter, was it a week
1ater?
I'm not sure. That's March 2nd, that's a
coup1e months back in my life at a very busy
time.
Did Ms. Fournier ask for any guidance or
directions from you with regard to Ms. C1ark's
request?
No,
So did you at some point authorized or direct
I don't reca11 anything Tike that.
anybody to do anything with respect to the
request by Ms. Ciark?
I've a1ways instructed that everyone shou1d
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have any information that they're entitied to
have and certainiy directors of the
association are entitied to have information.
So actua11y, now, do you say this in generai
to everyone?
Yes.
Or was it you actua11y make that statement
with respect to a specific request by
Ms. Ciark?
I don't reca11 what specific statement I may
have made but I certainiy wou1d not have been
standing in the way of any of those records
being given to Ms.
entit1ed to have them.
Right.
C1ark or anyone eise
But you had discussed Ms. C1ark's
request with Miss Fournier?
I'm sure I did at some point, but I don't
reca11.
HEINTZ: Weii at what point Mr.
Stoyanov, I mean it's the subject matter of a
iawsuit, obviousiy he's taiked to her about
it.
STOYANOV: I'm just trying to figure out
at what point did you give directions to Miss
Fournier about Miss C1ark's access to the
records?
I cou1dn't say for certain.
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Now, at some point your 1awyer's office
forwarded documents to our office, was it at
that time that you authorized the re1ease?
I think I've answered the question.
You answered that you don't remember?
I don't reca11 the time or date of that,
It's not in the detaii that wou1d
no
don't.
appear important to me at any point in time.
I'm a very busy person you see.
HEINTZ: If it assists, Mr. Stoyanov,
we cou1d undertake to make inquiries of the
office.
STOYANOV: If you wouid maybe undertake
to provide correspondence between Mr. Ciare
and the staff of the registered office with
respect to any instructions or discussions
regarding Miss C1ark's request for the
production of documents.
HEINTZ: Can we do that?
Certainiy, of course, happy to cooperate.
STOYANOV: That wouid be very he1pfu1,
thank you.
[UNDERTAKING NO. 2: TO PROVIDE
CORRESPONDENCE BETWEEN MR. CLARE
AND THE STAFF OF THE REGISTERED
OFFICE WITH RESPECT TO ANY
INSTRUCTIONS OR DISCUSSIONS
I
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REGARDING MISS CLARK'S REQUEST
FOR THE PRODUCTION OF DOCUMENTS]
MR. STOYANOV: Now Miss C1ark, that's
paragraph 7 of her affidavit, says that she
wasn't ab1e to inspect any documents on that
day. What is your understanding why that
happened, or didn't happen?
we1T I wou1d suggest that it's probab1y due to
the busy nature of our office. It's a time
when renewaTs are particu1arTy heavy, there's
a Tot of work coming in and I think it's not
that particu1ar1y easy to sudden1y be running
around gathering documents together at a
moment's notice. I think that a reasonab1e
thing to do is make an appointment and come
back at a later time when such things cou1d be
provided.
Have you got a po1icy in p1ace regarding such
things?
I don't think such a po1icy is written, I
think it's just a matter of reasonab1e
practice.
But there is no dispute as to Miss C1ark's
right to have copies of documents?
I don't dispute that, no, of course not.
Now, do you give more Tatitude to directors of
the association as far as access to records to
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members?
Of course. I wou1dn't say that I give more
access. I think that the access exists
independent of what I do.
And again you're here to testify on beha1f of
both yourse1f and the association so I guess
my question in this respect was the
association?
I wasn't c1ear as to that.
Fair enough.
Yeah.
What does a director need to do in order to
have access to those records?
we11 I think that part of the thing is to
attend at the office, is part of that. As
with many organizations it's not a very easy
thing to be shipping records around the
country. we have directors a11 over the
country and to be shipping documents in this
sort of form, which are Iike minute books and
sort of thing shou1d not be ieaving the
faciiity. I think that the opportunity is to
have them in the office. I think in our
byiaws the, and you cou1d 1ook this up and see
it, I hate to go off the cuff in such
references but the genera1 idea of hoiding the
meetings is done in Edmonton except as
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otherwise authorized by the board of directors
and the board of directors set annual general
meetings in a number of other locations some
time ago so as to provide opportunities for
members to have access to the organization.
And certainly providing that access means that
we try to do what we can to make sure people
have that information.
Okay. And you had suggested that it will make
sense to make an appointment?
Yes.
Come back later, what sort of time frame would
you say is reasonable?
I would suggest that that would depend on the
requirements of the office and staff and
everything else that happens at the time, as
well as the ability of the particular director
to be able to come by and see it. It would
kind of be a mutual discussion I would think.
when is good for you, that sort of thing, well
how about this day at this time, you know, a
little bit of back and forth might be able to
resolve such a thing quite easily. I would
think, I don't think that there should be a
need for a micro management of such a thing.
But still are we talking about a week, a
month, two months?
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I think that given the particu1ar request and
the need to have some documents transcribed ortaken from transcription, I think that there,
in some respects there wou1d be a need for
some delay for some of the records, not for
a11 of them.
Now, Miss C1ark says that Miss Fournier had
indicated she wou1d attempt to prepare the
records that afternoon or the fo11owing day,
that's paragraph 7 of Miss C1ark's March 6
affidavit?
But that wou1d be something to ask Miss C1ark
about I guess, if she says that's so I suppose
it's so.
I'm just trying to see whether --
You're questioning me on someone e1se's
affidavit.
That wasn't my question, I was just reading it
out. My question is this, do you think it's
more reasonabIe to have this sort of request
answered within the afternoon or the fo11owing
day, or to wait two months?
I think that it depends on the abi1ities of
the organization to be ab1e to produce the
documents when they have the abi1ity to do so.
If we have to take things from transcript I
think that takes a bit more time. If there's
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a need to bring in extra staff, we have a very
sma11 office with very few peop1e, we take a
Iot of phone ca11s on a dai1y basis. we have
requirements to be responsive to our
membership and to ensure that their needs are
met, and I think as directors and officers of
the association we have to find our p1ace in
the queue sometimes.
Of course I'm just referring to documents that
are a1ready kept at the registered office.
Yes.
So they're there a1ready, I presume?
But there cou1d be some need to pu11 some out,
Iook at computer fiies, pu11 things together,
this a11 takes time.
How much room do those records take on a
she1f?
we have some of them right here. I think that
the thing, it cou1d be easiiy determined and
gotten to you, I don't have a measure of the
sheif or anything Iike this.
Is it severa1 binders, is it 20 bankers boxes?
we11 we have Iots of bankers boxes I can
assure you.
And those contain what sort of documents?
A11 sorts of records, batching, membership
data. we have, I think I was to1d we produce
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something Iike, and I couid be incorrect about
this, but something 1ike 20 per year.
But now when I was referring to the documents
that are kept and maintained at the registered
office, the artic1es, the by1aws, the
amendments to the by1aws, the minutes, the
various registers of directors, officers and
members, the accounting records, the minutes,
those, I can't imagine they're kept in bankers
boxes?
No. No, they wouid be bound or on computer
records. The administration of those is not
my purview, the administration is with the
staff at the office. And the abiiity to
determine the staffing needs and so on with
regards to a specific request or demands is
that I think there's a discretion within the
office as to how to best a11ocate time. I
don't micro manage the time of our generai
manager nor of the staff in the office.
And I wasn't asking, so no. I'm just trying
to get at this, these documents are easi1y
identifiabie, you had reviewed them just
recent1y, so I'm just trying to figure out
whether it's not possib1e to simpiy te11
somebody go ahead have a seat and go at it,
here is the records?
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I'm not privy to the particu1ar circumstances
in the office on that day at that time when
Miss C1ark came by. But I do understand that
it was a very busy time and there were other
things that were taking priority.
when you reviewed those documents did you have
to wait a Iong time to get access to them, do
you have to make an appointment yourse1f?
Yes, I did.
How far in advance did you make the
appointment?
we11 I think I made it Iast week. when I
found out I was coming to Edmonton.
was there a meeting on March 2nd of the
directors of the association?
March 2nd?
Yes?
HEINTZ: Are you referring to a
particu1ar part of Mr. C1are's affidavit Mr.
Stoyanov, or affidavits?
It does sound fami1iar as a date for a
meeting. I wou1d have to check our minutes to
be sure.
MR. STOYANOV: I'm referring to a document
titied draft minutes of directors
2015.te1econference March 2nd, It shou1d be
in the binder.
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HEINTZ: I just need you to reiate that
to the affidavit that you're questioning on,
sir.
STOYANOV: It relates to the production
of documents.
which paragraph?
STOYANOV: And the abiiity to inspect
documents.
I don't see anything about it in my affidavit.
we11 it's in the affidavit of Ericka Ciark on
March 6th, there's a reference to a board of
directors,
HEINTZ:
that's paragraph 19.
Right, but it's not in Mr. --
That's not in my affidavit.
HEINTZ: In Mr.
STOYANOV:
C1are's affidavit.
That is correct. What is your
objection, I don't understand?
HEINTZ: I was just asking you to refer
the witness to the part of his evidence that
you are questioning him on, that's a11. It's
questioning on affidavit, you're bound to the
four corners of the affidavit.
STOYANOV: Not the four corners.
HEINTZ: It's not a questioning at
iarge Mr. Stoyanov, certainiy you agree with
that.
STOYANOV: we11 it's re1evant because it
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MR.
MR.
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concerns the events which 1ed to Miss C1ark
trying to attempt to obtain those documents,
so it's very much re1ated to everything.
HEINTZ: It has to be founded in Mr.
C1are's affidavit,
takeoff point for that I'd be obiiged.
STOYANOV: Okay,
then.
so if you can find a
1et's take a few minutes
Off record p1ease.
(OFF RECORD DISCUSSION)
MR. STOYANOV: I just refer you back to that
draft minutes of the directors te1econference
March 2nd, 2015?
Yes.
HEINTZ: He's got it in front of him.
I have it in front of me now.
MR. STOYANOV: During that meeting Dar1ene
MacKenzie proposed and Ericka C1ark seconded a
motion, or severai motions inciuding requiring
the secretary to forward his original notes of
meetings to the board, meetings of the board
and the executive committee to the genera1
manager for distribution of copies to a11
directors?
May I correct you on your --
Yes.
The motion was to add that fo11owing 11st to
the agenda, that's the oniy motion that was
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made by Dariene MacKenzie at that point. And
the motion was defeated.
Okay. How did you vote?
I voted against.
And what was your reasoning for that?
Because I didn't think that that was going to
be productive in what was intended to be a
meeting of moving forward in a positive way.
Especia11y when the first item on the
particuiar thing was to withdraw support for
me as president. It didn't 1ook 1ike
something that was going to be very productive
or he1pfu1 to have a productive meeting. It
was aiso the agenda was set before the
meeting. And I'm not the on1y one that voted
that way, as you can see.
Now. do you aiways stick to the agenda as it
had been prepared in advance of those
meetings?
we try to.
Try to?
Sometimes things come up, sometimes peopie
want to add things to the agenda and they make
a motion to add them and they're accepted or
not. In this case it wasn't accepted.
was it your opinion that Ericka Ciark shou1d
not be permitted to inspect or take copies of
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those records?
I be1ieve I've a1ready answered that.
As far as this motion was concerned was it
simp1y a matter of scheduling the agenda?
that
That
The motion was adding it to the agenda,
has nothing to do with that motion.
wou1d be getting into a discussion of the
points on the motion.
So your voting against it was simp1y a
procedura1 matter?
Yes.
Are you aware that on March 25th, 2015 Ericka
C1ark attended the registered office again to
inspect the register of members?
March 25th you say?
Yes.
Is there some reference to that in my
affidavit there?
HEINTZ: Can I assist to refresh the
witness Mr. Stoyanov?
STOYANOV: P1ease.
HEINTZ: That's the date that Ericka
went to the office after Adam and I had agreed
she cou1d go.
Oh, okay, yes, I understand that that
happened, yes.
MR. STOYANOV: So you had discussions with
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Miss Fournier about Miss C1ark's visit?
I think I probab1y did.
Do you know if Miss Fournier was providing
assistance to Miss C1ark?
I'm sure she was.
Wou1d she ordinari1y be there overseeing?
If she was there at the time. Her hours are
such that she arrives ear1y in the morning and
Ieaves mid afternoon.
HEINTZ: It was arranged between
counse1, it was agreed that she be there.
Yes.
MR. STOYANOV: Now, these records are kept on
the computer I take it?
which records in specific?
The register of members?
Yes.
So how does one get access to it, does Miss
Fournier contro1 the computer?
She is the privacy officer as we11, so she has
responsibi1ity for the custody of members‘
private information. We take members‘
information privacy extreme1y serious1y. we
have an organization by its very nature who
are peopie who tend to be very protective of
their personai privacy and their records, so
we've, we wrote a privacy poiicy, I think in,
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I'm going to, it's on our web site, the date
of it escapes me but it might have been 2010
or 2009, something 1ike that regarding our
privacy po1icy. So she has custody of that
11st in the office, yes.
So Miss Fournier as she's giving access to the
registered members wou1d be withhoiding
certain information or just providing it?
No, she wouid give her access to everything.
So she wi11 a11ow the person to sit at the
computer and have at it?
Sure, as Tong as it's not making any changes.
You can't be changing things so that's one of
the, certain1y have to supervise that. I
understand that that's what the case was, that
she provided, was ab1e to do that.
Now, we've received some records from the
association, has the association provided
copies to the app1icants of a11 of the
officiai records that it has?
Pardon me, of which specific officia1 records?
We have thousands of records.
I'm referring again to the 1ist that I
referred to ear1ier, the articies, the by1aws,
the amendment to the by1aws, the minutes of
meetings of the members, the debt ob1igations
registry if it exists?
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To the best of my know1edge we've met our
requirements to provide a11 information that
was requested.
Let's ta1k about the by1aws.
Pardon me?
Let's ta1k about the by1aws of the
association. we'11 mark this as an exhibit.
HEINTZ: Can I have a Took at it first.
STOYANOV: Certain1y.
HEINTZ: Thanks.
STOYANOV: Ju1y 29, 2013 regarding
changes to the genera1 by1aws.
HEINTZ: No objections here.
[EXHIBIT 1: Letter dated JuTy
29, 2013]
MR. STOYANOV: Now, I'm Tooking aiso at a
draft minutes of the director te1econference
Ju1y 31st, 2013 which I believe refers to
those same changes in the byiaws, there's a
copy of that for your inspection.
Right, yes.
STOYANOV: Cou1d we mark this as Exhibit
2.
HEINTZ: No objection.
[EXHIBIT 2: Draft minutes of the
director teieconference Ju1y
21st, 2013]
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If you cou1d sir, review those
minutes and Iet me know whether that's a fair
representation as far as your recoiiection of
them, of the meeting?
Your question again?
Do those minutes represent a fair, are they
consistent with your reco11ection of what
happened at the meeting?
A They seem to be a fair representation of it,
yes, as best that I can reca11. It's a Iong
time ago.
0 Do they happen to exc1ude any significant
information or actions taken at the Juiy 21st
meeting, 2013?
I don't think they do.
Q Now, did you provide notice, written or
emailed of that meeting to the directors?
A Of this meeting?
0 Yes?
A Yes.
Q Can you undertake to provide that piease?
A If I sti11 have it. I cieaned out my email.
MR. HEINTZ: Best efforts.
[UNDERTAKING N0. 3: To provide a
copy of the notice to the
directors of the Ju1y 21st. 2013
meeting]
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I try to keep my, 1ike I say I get 1ots of
emaii and my fi1e bui1ds up, and sometimes I
send things from work and they te11 me that I
have too much emaii and things have to be
de1eted.
MR. STOYANOV: I do have an emai1 from Ju1y
30th that re1ates to that meeting, I'm going
to show it to you and hopefu11y enter it as an
exhibit as we11.
Okay. You aiso have the ear1ier one be1ow it
iooks Iike. Or no, that's just a pasting --
oh no, that's the ear1ier thing.
Sorry what is an ear1ier thing?
It Iooks 1ike you have that here just without
the header information. It doesn't have the
date on which it was sent.
A1right.
HEINTZ:
to take a Iook at it.
Can I interrupt, I just want
I just want to know if
the undertaking has been satisfied. we've got
a Ju1y 30th emai1, which is a reminder and at
the bottom of the first page of the document
that I handed the witness it says: He11o, in
accordance with by1aws 26 and 44 I wish to
give notice of a meeting to be he1d on
Ju1y 31st at 6:00 p.m.Wednesday, and so on.
It wou1d appear Mr.
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Stoyanov, I'd appreciate it if you'd confirm
with the witness that that wou1d satisfy
undertaking #3.
STOYANOV: It does appear to reflect some
sort of a notice but I'd 1ike to know what
date that was sent on so if you cou1d piease
find the origina1 emai1.
I'11 do my best to find what we're iooking
for.
HEINTZ: We know what we're 1ooking
for.
MR. STOYANOV: So what brought about the need
to amend the byiaws?
Pardon me?
what brought about the need to make those
amendments?
I beiieve byiaws are a iiving document. One
of the things that came up is that it came to
my intention that we hadn't actua11y sent in
by1aw changes that had been made in 2010 and
that had been sanctioned at a subsequent
meeting of members and that
And
that had just not
been properiy sent in. when I became
aware of that I wanted to make sure that we
took the appropriate steps to make sure that
was done. As we11 we had some other changes
that we needed to do to better try to refiect
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some of our practices because it became
apparent that some of our practices were in
conf1ict with our by1aws and I could foresee
that there cou1d be difficuities were we to
continue with the practices that wou1d appear
to be not in accordance with the byiaws. So
when that happens in an organization my
experience is that perhaps it's time to make
amendments to the byiaws, so what you do is
you see what you need to do, put it together
and propose it.
And at the time I reca11
be1ieving that there were two processes for
amending by1aws, and one of them was director
driven and the other was member driven. And
that the processes sti11 required a general
approvai of the members but that when you do
it you go through it and get it, you get it
done by going through the directors first.
That's usua11y a pretty good survey as to
whether or not things were happening. I think
the content of them speaks to the
circumstances but I think what we were trying
to do, we were trying to do in iooking at
these by1aw changes was to ref1ect the
practices we were actuaiiy fo11owing to bring
them in Tine with our byiaws.
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So you wou1d change the by1aws to match what
had been practiced?
To what actuai practice is, 1ike in keeping
with the custom issue because it's fine to
adopt a custom but if the custom is in
confiict with the by1aws something needs to
change. Either you drop the custom or you
change the byiaw at some point and that, you
know, that's when it's brought up. For
exampie at an annua1 generai meeting or a
directors meeting if someone says we11, you
know we're actua11y not doing this, we
probab1y shouid 1ook at changing this or we
shouid stop this practice and do something
eise, right, so you try to co11aborative1y
100k for the best practice and soiution.
So --
To act in good faith, to act in fiduciary
responsibiiity of the directors with regards
to the operations of the organization.
You mentioned the director driven process, is
that what you --
Yeah.-- used to get these by1aws amended?
Yeah.
So what is the, sort of the procedure that you
have to fo11ow to do that?
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we1T in our by1aws as they stand there is an
amending process, I think the by1aws are c1ear
on that, I'm sure you're fami1iar with that,
you probab1y had a glance at it. And it does
refer to them at section 44 which is
specifica11y tit1ed the amendment of by1aws,
and it ta1ks about enacting by a majority of
members and then sanctioned by an affirmative
vote.
HEINTZ: I'm just going to interrupt
you Mr. C1ark, because Mr. Stoyanov is Iooking
for the record.
Oh, I'm sorry it wou1d be at paragraph 44
a1most the penu1timate page of the by1aws.
MR. STOYANOV: So these were the by1aws which
were in effect at that time?
These were the by1aws as amended from 2010
which are the current operating by1aws.
You mentioned that you rea1ized that some
documents which had been fi1ed in 2010 or had
which had been created?
we11 they'd be created, voted on, approved by
the members, a1T of the process had been
fo11owed except they hadn't been fi1ed. It
doesn't change their va1idity or anything,
it's a process that's supposed to happen. So
we were taking steps to do that and
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concurrentiy we thought if we're doing that we
may as we11 Iook at some other things as we11.
Aithough I beiieve we -- we11, 1'11 Iet you
continue.
So fo11owing the Ju1y 31st, 2013 meeting of
the directors?
Right.
Your understanding is that the NFA had
compieted the amendment process in respect to
the by1aws?
We11 no. I understood that we a1so had to
take the byiaws to membership for sanctioning.
They had to be sanctioned at some point. I
think I've got an answer there that Iooks on
the face of it confusing, to question by Phil,
but I think it's probab1y a very pooriy
composed response. It says no they do not.
The bylaw NFA —— it says, the question is: If
we a11 agree on these changes do these have to
go to the members for ratifications. And my
response there, or the response there is no
they do not. In NFA bylaw process we are ab1e
to make changes, we do Iet the members know,
the members have to approve the byiaws in the
generai form, they do have to go to Industry
Canada. we have some by1aws that were made a
few years ago that were never reported to
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Industry Canada and we've been negiigent in
getting those forward. So we were trying to
take corrective action here to correct a
deficiency.
Now, do you know if the 2010 byiaws had been
consented to by the membership?
Yes they were.
Or ratified, okay?
We11 sanctioned I think is the term used in
the byiaws.
Airight.
There's ratified and sanctioned, I suppose
cou1d have different meanings at different
times. I think the by1aw says sanctioned if I
remember correct1y.
HEINTZ: 44.
Is it 44? Yes, that's right, sanctioned by an
affirmative vote of at Ieast two thirds,
that's right. And it says may be enacted by a
majority of directors at the meeting of the
board of directors.
MR. STOYANOV:
1 which is the Ju1y 29th,
there's, back to Exhibit
2013 letter to
Now,
Corporations Canada regarding the amendments,
was that Ietter actua11y sent to Corporations
Canada?
I be1ieve it was. I think the date on it is
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incorrect however.
That was my next question because the meeting
was on Ju1y 31st, correct?
Yes. Si11y to have a meeting that takes piace
before.
Now, this is kind of important, do you reca11,
do you know whether you sent or whether this
1etter was signed prior to Ju1y 31st?
No it was not. It was probabiy signed in
August sometime, but the date on it is
incorrect.
Now, at the very bottom of page two of Exhibit
1.
Exhibit 1?
Yes, that 1etter to Corporations Canada?
Okay, yes.
It says: The amendment was sanctioned by the
members of the corporation in accordance with
the existing byiaws on Ju1y 31st, 2013?
M-hm.
HEINTZ: Say yes or no for the record
piease.
Pardon me, yes,
MR. STOYANOV:
that's what it says.
Did this actua11y happen?
I believe the directors are members of the
corporation. Now was it a fu11 speciai
meeting ca11ed for that purpose, yes. was it
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directors, yes. was it fu11 membership, no,
and I think there's an error in that process.
I see.
Yeah.
Now, back to this Tetter and the question of
when and how it was sent to Corporations
Canada, is there any sort of interna1 record
of when correspondence goes out?
I once tried to create a correspondence 10g
and successive managers have to1d me that has
been prob1ematic for them. I remember when I
was a B.C. director I asked about creating
such a thing, in fact I gave an examp1e that
was back in the '90s and my suggestion was
rejected. But I am not aware that we keep a
correspondence 10g 1ike that.
Do you know how --
Particu1ar1y in the age of emai1 when we have
thousands of emai1s, it just wou1d be an
unwieldy project.
Did you draft the Ietter itse1f?
Pardon me?
Did you draft this 1etter yourse1f?
No. I didn't draft it myse1f, it was, it
wou1d have been drafted for me in the office
and then I wou1d have signed it.
Did anybody e1se review the Tetter before it
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was signed and sent?
It wou1d have just been reviewed in the staff,
I don't be1ieve it was given to anyone e1se to
review. I don't reca11.
Any of the executive or the directors?
No, I don't reca11 that being done.
After it was sent did anybody eise review it
or Iook at it?
Not to my know1edge.
But as far as you were concerned this Ietter
was to inform, Exhibit 1 was to inform
Corporations Canada that the NFA had approved
the amendments?
Yes.
was there a notification to the membership at
Iarge regarding the Ju1y 31st proposed by1aw
amendments?
No, not that I'm aware of. I didn't put one
out myseif.
was the membership notified after?
I'm sorry?
was the, were members notified after the Ju1y
31st, 2013 byiaw amendments?
Notified about them?
Yes, about the change?
They were posted, yes.
On your web site?
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Yes.
How do you ordinariiy contact your membership
regarding important matters such as --
we have a number of ways. The membership
cou1d be contacted in various ways, not every
one of course has e1ectronic mai1. we have a
varied demographic, some peop1e are on
computer some are not. We do mai1 out, mai1
peop1e for such things, we put notices in the
Canadian Firearms Journa1 which is the
pub1ication of the organization. That's a
coupie of ways in which that can be done. But
it's, you know, we have a fairiy Targe
membership.
Now, back to Exhibit 2, the minutes of the
directors te1econference on Ju1y 31st, the
question by Phi1 regarding the need to have
the members ratify the changes, what were you
basing your sort of opinion on that they do
not need to approve it?
we11 I had an understanding, I didn't have the
by1aws in front of me ironica11y enough when I
was at that meeting, because I was trying to
chair and sitting in front of my, if I reca11
the meeting I was at my home computer at the
time, and it was basica11y a very quick
meeting to dea1 with the one thing, and it
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ended up going into a coupie of other points
as we11 that peopie wanted to add. And I was
asked the question, I thought we11 there's
these two processes and I think I was wrong in
my, in part of my answer when I gave the
answer.
which part was the wrong one, sorry?
The initiai thing, no they are not. But I'm
a1so cognizant of the word sanctioned and
ratification are different and I think that
probably threw me off when I gave my answer,
if that's a fu11 response to it. I think
there was a nuance there about it. My
understanding of the by1aws at the time was
that the directors cou1d make changes to the
by1aws without having them ratified because
ratifying isn't in the by1aw, it says
sanctioning.
Sometime iater when I guess you wrote to
Corporations Canada, and again I'm referring
to the 1ast page of your Ju1y 29th, 2013
letter, which may have been sent at a iater
date, it says the minutes was sanctioned by
the members of the corporation. I just want
to confirm that by that you meant the members
meaning a11 of the members of the corporation?
I think part of the confusion is that some of
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these were sanctioned and some of these were
not. Because not a11 of these were made in
2013. The thing is the one about members
meetings at the top was done at a much ear1ier
meeting, I think back in 2010 at the annua1
genera1 meeting and it was sanctioned by the
members.
Now, did you at some point rea1ize or
understand that the 2013 amendments hadn't
been sanctioned or --
Yes, and this is where I be1ieve I was in
error.
when did you come to that rea1ization?
Quite some time after actua11y. I think this
year in Iooking in it, reviewing the by1aws
and rea1izing that change when peop1e started
ta1king about amending by1aws and such. One
of the things about by1aws is nobody rea11y
Iooks at them very much un1ess there appears
to be some kind of a prob1em.
But sometime after that meeting when exact1y?
I'm not sure exact1y when. I came to the
rea1ization probab1y ear1ier this year.
Did you take any steps to address a potentia1
issue or prob1em?
We11 I think --
Arising from that?
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You know what, I'm wrong, I came to that
reaiization before the Iast annuai, or the
annuai genera1 meeting I think the year after.
that which wou1d be 2014, and we intended to
at the
that didn't happen
have that raised as an item on the,
members meeting. However,
and I think,
for that,
you know, I take responsibiiity
and a11 the directors take
ofresponsibiiity for that. we had a number
very busy things happening at the meeting and
I remember my whip, the generai manager
te11ing me we don't have time, we need to keep
moving, get moving. And that particuiar
important matter didn't get brought up to be
corrected at that point.
Now, did you actua11y get approval from the
minister of the changes?
I beiieve we did.
Did you get a notice of any sort?
I beiieve we did. I think I was notified of
that, I'm not sure.
Couid I get a copy?
HEINTZ: I beiieve it's in here.
Then again we were trying to correct our
fiawed process in the best interests of moving
things forward in good faith, with the
interests of the organization, and without
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causing any harm.
HEINTZ: Are we off?
STOYANOV: Sure.
(OFF RECORD DISCUSSION)
STOYANOV: P1ease provide an undertaking
to provide the ministeria1 approva1 from
Corporations Canada of the July 29th, 2015
by1aw amendments.
HEINTZ: Yes, if it exists we'11 find
it.
[UNDERTAKING N0. 4: To provide
the ministeria1 approva1 from
Corporations Canada of the Ju1y
29, 2015 by1aw amendments]
MR. STOYANOV: Alright. Now, you had
mentioned ear1ier, you sort of tried to
correct yourse1f that you actua11y had
rea1ized that there may have been an issue in
2014?
Yes, because I wanted to make sure we
corrected ourse1ves and put ourse1ves back
into good order, because we weren't in good
order prior, so that it cou1d be done at the
annua1 genera1 meeting. But there were a very
fu11 agenda, very fu11 p1ate. This was an
important thing, it shou1d have been done and
I as the presiding officer certain1y shouTd
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have been driving that process. But I was
being pu11ed in many directions and
unfortunateiy it just s1ipped my mind.
were there any communications among you and
directors or the executive regarding that
deficiency?
I'm sure there must have been but I can't
reca11 anything specific.
Anything in writing, emaiis, ietters?
Probab1y phone ca11s.
So no ietters, no emaiis?
I can have a 100k and see if I have anything.
Can you piease undertake to 100k for any
communication in 2014 regarding the fact that
the membership hadn't sanctioned the changes
to the byiaws?
HEINTZ: Yes, sir.
[UNDERTAKING N0. 5: To 100k for
any communication in 2014
regarding the fact that the
membership hadn't sanctioned the
changes to the byiaws]
MR. STOYANOV: Now, according to the records
of Corporation Canada this here is the current
version of the byiaws of the association. Can
you confirm that?
I wou1d say that that is not correct. Or hang
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on. Hang on a second, 1et me review this
before I --
Oh piease.
Right, That's
I wou1d say that this wouid not
I was reading the wrong thing.
correct. No,
be the correct version at present.
HEINTZ: That wasn't the question.
Sorry, what was the question again?
COURT REPORTER:
uQ_
of Corporation Canada this here
(By reading)
Now, according to the records
is the current version of the
by1aws of the association. Can
you confirm that?"
I wou1d say no.
MR. STOYANOV: And what makes you say that?
Weii given the need for sanctioning some byiaw
changes this ref1ects a11 of these changes as
having been made, and if, in terms of if
they're not made then this is not the correct
version.
HEINTZ: But the preamble to the
question was according to the records.
I'm sure, we11 I don't have responsibiiity for
the records of Industry Canada but this is,
this wou1d need to be updated to the 2010
I believe,status, in my opinion.
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STOYANOV: Can we enter as an exhibit
piease.
HEINTZ: Is that the same document that
I just put in front of him, sir?
STOYANOV: Yes it is, the by1aws.
HEINTZ: No objection.
[EXHIBIT 3: By1aws received from
Corporations Canada]
MR. STOYANOV: There's a time stamp at the
bottom of the document on the first page of
Exhibit 3.
M-hm.
Do you know what that refers to?
I have no idea. I suspect that's an Industry
Canada time stamp.
would you agree that's when it was received by
Industry Canada?
I have no idea when Industry Canada received
it.
when did you send this document to Industry
Canada or Corporations Canada?
Ne11
change but I don't know when this particuiar
It's,
it wou1d have been sent subsequent to the
one was sent. I wou1d suspect it was
sent after our directors meeting in Ju1y that
we were referring to ear1ier.
Wouid you be ab1e to undertake to 100k for the
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emai1 dated Ju1y 16th, 2014 sending this
document to Corporations Canada?
Sure.
I'm quite certain that that time stamp refersto when it was received by Corporations
Canada?
HEINTZ: Can we 1ay a 1itt1e more
foundation to the undertaking? It's based on
the assumption that there was an emaii from
the NFA, right?
STOYANOV: Indeed.
HEINTZ: So we'd be iooking for an
emaii from the NFA dated 2014. 07-16, right
Mr. Stoyanov?
STOYANOV: That's correct.
HEINTZ: That's what you're thinking is
the way it worked?
STOYANOV:
HEINTZ:
Yes.
Sure, we'11 make an
undertaking to 1ook for that.
STOYANOV: Thank you.
[UNDERTAKING N0. 6: To search
for an emaii from the NFA dated
2014, 07-16]
MR. STOYANOV: Now, the association prepares
comparative financiai statements on an annuai
basis; is that correct?
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Yes. we do more than that, I mean we have
month1y financia1 statements, the treasurer
communicates regu1ar1y with the bookkeeper and
with the rest of the directors about the
status of our finances.
And those statements shouid ref1ect fair1y the
financia1 position of the association during
the particu1ar fiscai period in question?
Yes.
And the cash f1ows for the year that ended in
accordance with accepted Canadian accounting
standards?
General accepted Canadian accounting
practices, yes.
Are there any gaps in the records as far as
those financia1 statements are concerned, that
you're aware of?
No, not as Iong as I've been president.
Prior to that?
I a1ready discussed that with you or pointed
out that we do have some records missing from
years previous which we be1ieve were removed
from our possession by disgrunt1ed emp1oyees.
Now, when accountants prepare these documents
they go through certain procedures to ensure
that everything is correct I wou1d imagine,
there's three 1eve1s of assurance 1et's ca11
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it, notice to reader, compiiation of
statements and a review engagement?
Yes. I understand that to be the case.
Right, and then aiso an audit engagement as
weii?
Yes.
which of these provides the most assurance as
to the correctness of the finances statements?
We11 I'm not an accountant so I don't have
expertise in that particuiar fieid. So I'm
not sure I'm best quaiified to answer that
question.
Do you agree that audit is probabiy the Iatest
and best step to ensure correctness?
I think there are different gradations of
audit but yes I think auditing is a good way
to ensure good practices, yes.
Now, who are the individuais in charge of
preparing these financiai statements?
The treasurer and the bookkeeper put them
together and they become owned by the
directors and the members at the annua1
generai meeting.
And you have a chartered accountant firm that
you retain to assist with that as we11?
Yes, we have an annuai financiai review done
or have had an annuai financiai review done of
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a1] of our records since 2010.
who is that?
The name of the firm that we presentiy use or
have used for that purpose is Davidow and
Neison LLP.
Now, were they invoived in performing a1so an
audit?
The direction of the membership in 2010, the
direction of the directors from that period
forward has aiways been to do a financia1
review rather than a fu11 audit. This is
primariiy because of the high cost. One of
the things with adopting new by1aws is
sometimes peopie don't Took at the financiai
status of the organization and see if you
cou1d actua11y afford to do what you say
you're going to do.
was there any Tegai obligation to get an
actuai audit done?
The byiaws require an audit. The practice or
custom that was deve1oped was as approved by
the members at every annua1 genera1 meeting
since was to accept the unaudited financiai
review. I be1ieve this has been expiained
quite abiy by our treasurer at every AGM.
So it's just a matter of custom then that you
didn't fo11ow the byiaw requirements to get an
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audit?
when you say you, do you mean the Nationai
Firearms Association or do you mean Sheidon
C1are?
Yes, the association?
It became a matter of importance for the
association to ensure that we were putting acheck upon our staff by having an accountant
go over our figures to see that we were
fo11owing genera11y accepted accounting
princip1es. And at a time as accepted by
membership and endorsed by the directors the
idea was that when we cou1d afford to do anaudit, and when that, or if we had an ink1ing
that there was any kind of probiem as raised
by our accountant then that wou1d be what we
wouid do. This became our custom.
Did any of the members or directors or the
executive express concern or a desire to
actua11y have a fu11 b1own audit?
when the practice was started we had a very,
we had discussions about that but everyone has
been perfectiy fine with the process as we
fo11owed up unti1 this year.
To your knowiedge did any members, officers ordirectors request or demand that the NFA
appoint an auditor or pub1ic accountant?
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Not unti1 this year.
And when was that?
That wou1d have been at the time when the
some of the directors
I think
directors requested,
were requesting that information,
that's in some of the documents before us. It
wou1d be around, after Mr. Bevens was
terminated.
I understand that you did take steps to
actua11y engage an auditor?
Right away. I we1come audits.
Sorry?
I we1come audits.
when did that actua11y happen, what date?
I cou1d find you the date.
Wou1d you p1ease?
I suppose, but I don't know off the top of my
head.
would you undertake to --
Because it was, I reca11 directing our genera1
manager to find some quotations and I did
distribute an email to directors when she had
provided me with some quotations about
auditors. And from my perspective, given the
nature of the current dispute between
directors and given some of the accusations
that have been f1ying around I wanted to
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ensure that this was done properiy with a
reputab1e firm, and to go back as far as the
accountant was wi11ing to do to make sure that
we were fo11owing due process in a11 of our
accounting procedures, that we were acting
within our fiduciary responsibiiities, that
there was no maifeasance, no impropriety, and
that we were engaged in the best interests of
the organization, directors, the executive,
staff, and everyone e1se ensuring that we were
providing fu11 and open records.
You mentioned you emai1ed the directors or the
executive with different quotes from a variety
of firms?
Yes, and has been the practice for some
pressing issues, I soiicited votes on the
matter from them.
So there was an actua1 meeting that authorized
the appointment of the auditor?
The, there was not a meeting, there was an
emaii request for voting on the matter. The
proposition was put forward as a motion.
We've frequentiy done votes 1ike that. For
examp1e when we were proposing that a
biathiete be accepted as sponsored by the NFA,
which is I think a $2,500 a year provision we
put out a request to the directors whether or
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not they supported that or not. And that was
unanimousiy supported by the directors in the
same sort of voting pattern.
Can you provide us with some record of that
voting by emaii or whatever other means it
took?
Sure, I think that's pretty easy to do. I
think some of the directors responded by
te1ephone ca11 so I may not have a written
response from them, but others responded by
emai1.
Your best efforts?
HEINTZ: Sure. Can we just go back
over the 1ast two, I don't think the iast
undertaking was c1ear, it was to advise of the
date the auditors were engaged in the spring
of 2015, right?
STOYANOV:
[UNDERTAKING N0. 7:
Yes.
To advise as
to the date the auditors were
engaged in the spring of 2015]
HEINTZ: And then this 1ast one,
provide.
Evidence of voting.
STOYANOV: Record of voting regarding the
appointment of the auditor.
HEINTZ: Thanks.
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[UNDERTAKING N0. 8: To provide
records of voting reiating to the
appointment of the auditor]
There were no response from five directors,
probabiy on the advice of counse1 I wouid
conjecture.
MR. STOYANOV:
Okay.
The appointment was authorized by the
I won't ask which five.
directors then?
We11 yes, given when one asks for a vote and
you receive positive votes from a11 of the
executive and one director and you ask, and
the other directors don't respond, that's
taken in that sort of voting as an abstention.
An abstention doesn't defeat a motion.
To go back to the undertaking regarding the
votes, I wou1d a1so 1ike to have the initia1
emaii to which they responded, the one
mentioning the various quotes?
Yes, I'm sure we have that.
HEINTZ: Okay.
[UNDERTAKING N0. 9: To provide
the emai1 sent regarding the
various quotes]
Certain1y you wou1d have some directors who
wou1d have that as we11.
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MR. STOYANOV: when you retain an accountant
or an auditor there's ordinari1y a retainer or
an engagement ietter of some sort?
Yes.
Did you get one in this case as we11?
Yes.
May I have a copy of that please, as an
undertaking?
Certainiy.
HEINTZ: Yes.
STOYANOV: Thank you.
[UNDERTAKING N0. 10: To provide
a copy of the engagement Ietter
with the auditor]
MR. STOYANOV: I'm going to refer you to your
affidavit of March 19th, 2015.
I have it in front of me.
Just to get some c1arification regarding some
of the things to which you deposed, has this
been fi1ed with the court yet?
HEINTZ: Yes it has, March 31st. My
apoiogies if I haven't provided you with a
fiied copy.
STOYANOV: Same question regarding the
affidavit of Apri1 23rd, has it been fi1ed?
HEINTZ: I don't think that one has
yet, Martin.
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STOYANOV: would you undertake to do
that?
HEINTZ: I already have.
STOYANOV: Okay.
HEINTZ: And I previously agreed that
it could be used during our application on my
undertaking to provide you with a filed copy.MR. STOYANOV: So back to the March 19thaffidavit, paragraph 33, it says: I make this
my affidavit in opposition to the withinapplication. I'm just trying to figure out
whether in this case you were speaking on yourown behalf or on behalf of the association?
On behalf of the association.
Do you personally believe that this, did youpersonally oppose this application as well?
which application?
HEINTZ: Well we have to clarify
because there's part of the application that
deals with the compliance with section 21 ofthe Canada Not For Profit Corporations Act and
another part of the application that requestsa restraining order against Mr. Clare
personally, and then another part of theapplication that requires a clarification of
Butthe bylaw issue, if I can use that term.
the bylaw issue has already been addressed as
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between Mr. Knise1y and I, so that Teaves the
comp1iance with section 21 which we take the
position has been comp1ied with, and the
restraining order against Mr. C1are which is
objected to.
Yes.
STOYANOV: Okay.
And on what basis does the association object
to this app1ication?
Cou1d you --
what is the basis of the opposition to this
app1ication?
The, may I see the app1ication?
Certainiy.
Okay, give me a moment.
this.
I just want to review
Certainiy.
wou1d you read the question back again p1ease.
(By reading)
"0. And on what basis does the
association object to this
app1ication?"
We11 there are a number of basis for the
opposition to this app1ication, I beiieve I
referred to them in my affidavit, you're I
I think there arethink aware of those bases.
a number of them and 1et's_go through a short
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Iist, notwithstanding that there may be other
matters that wou1d raise opposition to this
appiication business that I may not consider
fu11y in my answer, it may have reasons to
oppose. But certainiy the registry of members
does contain the information required by law.
This is referred to in 9.2, I dispute that.
The number 14, the association does keep
minutes of meetings of members, directors of
it's committees, the fact that these minutes
may not be, we11 I dispute this. The absent
rectification, I dispute that the appiicants
are significant1y hindered in their abiiity todischarge their responsibiiities associated
with their office, at 15. I dispute that wehave fai1ed to notify the director of
Corporations Canada about our composition of
our board of directors, we've certainly done
that. I dispute that I have disseminated
among the officers, Teadership, and members
faise and misieading statements. there was,
that's addressed in my affidavit, the intent
of that, I think this particu1ar
characterization of mine is not the same as myresponse. I dispute that the app1icants have
not committed any unethica1 behavior, I
be1ieve they have. The hoiding of a by
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eiection is dependent on suitab1e candidates
coming forward, we have not had that
circumstance happen. One of the probiems with
our organization genera11y has been finding
good peopie to run, and often seats have been
vacant for 1ong period of time. So
occasionaiiy we have peop1e express interest
but they don't come up with the necessary
requirements, nomination papers, so on and
that does preclude peop1e from running. The
byiaws are c1ear on that particuiar
circumstance.
I dispute that the
appiicants have attempted to address the
foregoing matters of the board of directors of
the association and we faiied to act. I think
that what I saw was an attempt at a coup in
fact, rather than any attempt to engage in
diaiogue in a responsib1e way showing duty to
care or a concern about the ro1es of
governance or fiduciary responsibiiity. I
dispute that there's been any interest in that
by the app1icants, despite some of their
c1aims to the contrary.
I beiieve we've met the
remedies that are required in here. Some of
these points about the auditor of the
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association, we attempted to have auditing
done for the fu11 period of time, however, the
auditors would on1y do the previous two yearsand insisted that that wou1d be more thansufficient to meet any of our needs. Theorder restraining me, I find that to be rea11y
just an offensive idea that it wouid be
I think that has been addressed,
About
continued,
that particuiar issue. disseminating
faise statements, I don't think I've made any
faise statements. I had particu1ar
impressions, I refer to them in my affidavit,
you have that before you. But I think that'ssufficient grounds to oppose this appiication.
Now, just to go back to --
Notwithstanding that there may be others.
Just to go back to what you just said about
the auditors te11ing you that on1y two years
worth of audits are necessary in this case?we11 the --
HEINTZ: Let Mr. Stoyanov finish his
question, Mr. Reporter can't get you both at
the same time.
I'm sorry,
MR. STOYANOVI
piease continue.
So the audits are on1y going
to take piace for the years ending 2014 and
2013, is that what you're trying to te11 me?
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That's my understanding, yes. In my
discussions with regards to that is that the
audit, they didn't see any need to go back any
further than that to meet the requirements of
having a thorough examination done of our
records. I understand actua11y that they have
gone back further into our records than that
but I'm not an auditor so I'm not sure what
they actua11y did.
Wi11 that be refiected in the engagement
Ietter which we had referred to ear1ier?
I think so, yes. I beiieve that wou1d be the
case. My understanding is that the audit is
in its very fina1 stages and we're awaiting a
report.
What were your instructions initia11y to the
auditors, what did you request them to provide
you a quote for?
I wanted them to go back as far back as they
couid and to try to do three years I be1ieve
is what I had indicated to them. Given the
point that we wanted to make sure that we
were, this audit is out of synch as it were
with the byiaws, it's not one that's been
directed by the membership or assigned by the
membership at an annuai genera1 meeting, the
auditor was not named there but it's within
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the fiduciary responsibility of the executive
given the current division of the board of
directors to get this done, to make sure that
everything can be seen to be transparent,
above board and operating in good faith within
the interests of the organization and its
membership.
Alright.
March 19th by you,
Now back to the affidavit sworn
paragraph two refers to
certain purported or supposed directors
meetings on February 24th, 2015. Can you give
me some background as to your use of these
adjectives to describe those meetings?
Adjectives to describe the meetings?
Purported and supposed?
HEINTZ: Just to be fair to the witness
I think there's an a11egation that there was
one meeting Mr. Stoyanov.
STOYANOV: Yes, the February 24th
meeting.
HEINTZ: Thanks, 2015.
We11 I don't be1ieve that there was a du1y
constituted meeting at that time, despite the
best efforts of that group which decided to
and as I characterized it ear1ier,
But I think that that's been --
convene,
ho1d a coup.
there's, if you read my statement it's right
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there in the affidavit, in my opinion it's
dishonest and mis1eading due to its fai1ure to
disciose the fact that the app1icants herein
purported to ho1d a directors meeting on
February 24th, 2015 at which inter a1ia they
purported to depose the current duiy appointed
executive, shouid be du1y e1ected frankiy, and
that they then primariiy via socia1 media
mis1ed the membership of the National Firearms
Association by propounding the Iegitimacy of
the supposed board meet ing. I be1ieve that
to have been a high1y inappropriate response,
highiy emotiona11y based, high1y irregu1ar and
far beyond any interests of the organization.
In fact I be1ieve it to have been
reprehensibIe.
Emotions and motives aside, what in particu1ar
about the manner of this meeting was ca11ed,
was not Iegitimate?
We11 there had been a meeting origina11y
ca11ed and the meeting had been cance11ed.
By whom?
By me as the presiding officer and the person
who set the meeting initia11y. It's a common
practice for us to change meetings when some
peop1e indicate they aren't avai1ab1e. And
again, the agenda and the need to discuss the
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circumstances with Mr. Bevens with everyone I
fe1t it was important to make sure that everydirector was present. And that was made
apparent to me it was not the case that
everyone cou1d be present, or at Teast fu11yparticipate.
Is there a requirement that there's a fu11quorum, that a11 the directors are present for
a meeting to be du1y constituted?
The importance of the meeting I beiieved to
have been of such importance that I thought itwas necessary that a11 be there. And since
a11 cou1d not be there I decided to change themeeting to a time when they couid be, which
was way1aid by the fact that some fo1ks
decided to get together and have a chatoutside of the due process.
And the decision to cancei that meeting wasyours and yours aione?
Yes.
How did you communicate it to the --
By e1ectronic mai1 as has been the practice.HEINTZ: It's Exhibit C to the
affidavit you're examining him on right now,sir.
Yes. You have it before you?
MR. STOYANOV: Yes.
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MR.
MR.
Do you want me to read it out?
No, that's okay, thank you. Turning to
paragraph D of the same affidavit.
Paragraph?
D as in David, the March 19th affidavit.
Okay, Exhibit D, yes. Not a document I
produced.
Okay --
Ciaude Colgan, who was purporting to be the
president of the Nationai Firearms Association
produced that document, based on the coup
attempt of the meeting the day before.
Okay.
is that
And so your opinion of this memorandum
it is --
Of no force and effect, and void, u1tra vires.
HEINTZ:
STOYANOV:
Just answer the question.
Thank you. You in essence
finished my question for me and I appreciate
that.
I'11 try not to do it again.
Now,
March 19th you state that:
in paragraph 11 of your affidavit of
Ericka Clark has
attached my emai1 ca11ing the meeting but she
has not attached my emai1 cance11ing the
meeting. I consider these antics to be artfui
and mis1eading on the part of Miss C1ark. Can
you e1aborate on that?
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Neil I think it's in effect misieading by not
providing a11 the information, not engaging in
fu11 disciosure.
Paragraph 12 of the March 19th affidavit:
Miss C1ark to my personai know1edge pubiished
the minutes referred to above on socia1 media
including the NFA Facebook page. What do you
base this know1edge on?
The Ietter Exhibit D indicates that, pardon
me, that's not the correct exhibit, the
minutes.
HEINTZ: Probabiy E.
Yes, the minutes of the meeting at Exhibit E
contain a number of directions and votes and
so on, again which I regard to not be of any
force or effect, but were acted upon by these
individuais. To, where is it here, towards
the end.
Oh yes.
At H: Be it resoived that the president,
meaning at that point C1aude Coigan. is
instructed by the board of directors to
immediate1y take steps to secure the property
of the association inc1uding without
Iimitation the association's financia1
records andaccounts, social media accounts.
data. And at the time of the meeting I reca11
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doing some maintenance on the social media
pages and I was engaged in a conversation by
Miss C1ark on a Facebook chat, which was quite
unusua1, because it hadn't happened, before
and concurrent with my conversation I was
removed as an administrator from the socia1
media pages and the said minutes and so on
were put up very, you know, short1y after I
was removed from administrative capabi1ity, as
were a11 of the du1y constituted
administrators, or most of them, and in effect
that directive was acted upon. So I regard
that Miss C1ark and others associated with her
enab1ed that to happen.
Alright. Turning to paragraph 13 of that same
affidavit, March 19th, 2015, you had made a
statement or you began disseminating the
statement that Miss C1ark and Dar1ene
MacKenzie had been removed as directors for
unethica1 behavior. what steps did you take
to inform anyone that Ericka C1ark and Dar1ene
MacKenzie were not directors of the
association or that they had committed
unethica1 behavior?
I think the on1y thing I did is I sent them
each a message that in my opinion they had
removed themse1ves by their unethica1
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behavior. I think you have a copy of that
particuiar screen shot. And whi1e I was sti11
a member, or was a member of one of the
administrative pages I posted a copy of that
there, and I don't reca11 doing very much
eise. These wouid have been highiy Iimited.
Now, as far as the association is concerned at
the present time are Ericka Ciark and Darlene
MacKenzie directors?
Yes.
They are. So they were so to speak
reinstated?
I sought -- no, I don't think they were ever
removed. I think that I reacted in a very,
we11 I reacted based on what had happened with
some anger and emotion and I think I was
probabiy mistaken at that point in time as to
my interpretation of the byiaws. But I sought
1ega1 advice to make sure that I couid be seen
to be acting in a11 due care and fiduciary
responsibility, in good faith and in the best
interests of the organization.
were any steps taken or any consuitations done
with the executive and the board regarding the
remova1 of Ericka C1ark or Dariene MacKenzie?
No. I don't think we've had any discussions,
or had any discussions at that time about
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that. There was certainiy some discussion
about unethicai behavior and that effect upon
their status.
And was there any confirmation issued
foiiowing your eariier statement that they
have removed themseives, in essence was there
any confirmation that they were in fact
directors regardiess of that prior statement?
Yes there was. we posted and distributed
fairiy wide1y I think, much more wideiy than
anything e1se was posted, a copy of our iegai
opinion of our so1icitor in the matter which
was accepted by the executive and so on as
being the case. I presume it was a1so
accepted by the concerned directors.
In paragraph 15 you say that the theme of Miss
C1ark's affidavit is that the NFA is being
mismanaged?
Yes. we11 in particuiar, we11 sorry, do you
want to finish your question?
That's okay. where in her affidavit does she
say that, or what in her affidavits are you
referring to when you make that statement?
we11 1et‘s have a 100k at it here and I think
this is the affidavit of March 6th, and I
think what it is is the generai fiavor of the
affidavit goes after 1ots of minutia of
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process and procedure. demands for documents,
demands for information, status of directors.
The attachments ta1k about the status of the
executive, the status, my status as president,
in particu1ar the comments made, if you wish Ican go through a number of paragraphs here.
we11 the who1e f1avor of the affidavit is
resp1endent with such tone that imp1y that
there's a beTief that the executive and the
president are not managing the organization
we11. I mean the efforts of the group to ho1d
a coup is I think se1f-evident, the minutes of
that are attached to her affidavit.
You have acknow1edged today that there are
some significant issues with respect to the
bylaws being amended proper1y?
Oh, I free1y acknow1edge that there's a
concern with this. I don't think that that
represents significant mismanagement.
And that a1though the by1aws require that
audits be conducted on an annua1 basis those
hadn't been done for probab1y decades?
we11 the by1aws that are in p1ace from 2010
are not the same by1aws that were in piace
before that.
Fair enough.
I think that the byiaws that were in p1ace
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before that did not have the same
requirements.
Okay.
But I'm not, we're not here to discuss that
but your characterization of it being decades
I don't think is quite accurate.
So the requisite audits for the past severa1
years hadn't been conducted?
No. And again I referred you to the issue of
custom, even in conf1ict with a particu1ar
aspect Roberts Ru1es is referred to in our
by1aws and it does discuss custom and its
ro1e, and when custom is cha11enged how it
dies and fades away unti1 it's corrected.
Does custom trump the written by1aws?
we11 no, that's the point. What does trump
though, it's things Iike suspension of ru1es
and so on, is the fact that the membership was
apprise of this and supported the practice by
accepting these unaudited statements at each
annua1 genera1 meeting. And if you Iook,
again I read out the practice of custom and I
don't need to read it again I don't be1ieve,
but when the custom becomes something that's
cha11enged certain1y then one must take steps
to put things in order, and I be1ieve that
we've acted in the best interests of the
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organization to make sure that that practice,
the practice of having audits is put back in
piace. And by having an audit immediateiy
upon the raising of the concern, trying to
correct that, I think we've acted in good
faith with the best interests of the
organization and in keeping with the fiduciary
responsibiiities of the directors. The simpie
fact of the matter is whether there is any
harm, and I don't think there is any harm to
the organization by this particu1ar faiiure.
The situation doesn't change the effect of any
decisions made or anything that's been done.
There's no harm. The harm is happened by the
inabiiity of some to work coiiaborativeiy to
come to a common resoiution of common
prob1ems.
How wouid you know if no harm was done if
there was no audits to the finances of the
organization?
when I have the fu11 record from the auditors
1'11 be happy to discuss that with you
further.
That wi11 be in the future. right?
Yes. I am, if I was aware of any harm then I
wou1d be certain to be bringing it up, but I
am not.
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Now, turning to paragraphs 24, 28 of your
affidavit deaiing with the termination of Sean
Bevens?
Yes.
Is there any reiationship between the
termination and the duty of the NFA to for
exampie prepare and maintain officiai records
at its registered office?
No.
Anything to do with the abiiity of the
directors to inspect its records at its
registered office?
No.
To permit them to take copies of those
records?
No.
To e1ect or appoint a pubiic accountant?
No.
Or to cause a financiai statement to be
audited?
No.
To disciose that audit to the members?
No.
Prior to being terminated Sean Bevens was the
executive vice president of the association?
Not in the same status as imp1ied in the
byiaws, aithough the byiaws were intended to
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try to address his particuiar circumstances.
He was basica11y an empioyee engaged to iobby
and to provide business advice. I think I
discussed that in my materiais.
Now, wouid his appointment and termination be
ref1ected within the register of officers of
the association?
No. Given that he, aithough tit1ed as an
officer and having certain trappings thereof,
I think I've discussed this in here as we11,
he in effect is an emp1oyee with a tit1e to
he1p open some doors, or was an empioyee.
You wou1d agree that after he was terminated
there was a controversy among the membership
as to whether or not a resoTution of two
thirds of the NFA's directors was required to
remove him as an officer?
Oh, I'm aware of a controversy that's been
generated by some directors who were unhappy
with this decision, yes.
And your position in generai terms, your
persona1 position is that the director
approva1 was not required in this case?
The position of the Nationai Firearms
Association, and my position is that the board
of directors gave me, as president and chief
executive officer, they assigned me this
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particu1ar ro1e, the authority to hire and
discip1ine and supervise Mr. Bevens a1ong with
Ms. Fournier who have an administrative ro1e
and supervision. That is very very c1ear1y
intended to inc1ude a11 aspects of discip1ine
which inc1udes everything that was done and
reported to the board of directors on severa1
occasions. That inc1udes the various, the
written Tetters of reprimand, one of them
based on his participation in a directors
meeting whi1e he was drunk in which the board
of directors were present and heard it. Now
some of the directors who are current1y
directors were not directors at that time and
operationa1 matters such as cautions and
warnings are not necessari1y things that are
in the governance role of a board of
directors. They don't need to know about that
except perhaps in genera1 terms. But when
there are, it's basica11y what it is is you
engage in the discip1ine, then you report the
discipline to the directors is how I see it.
That has been the practice that we fo11owed in
keeping with the ro1e that I was assigned in
supervising Mr. Bevens when he was hired.
I'm sti11 a 1itt1e confused about his
appointment and why it wasn't done in the
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ordinary manner where the board has to approve
it or the directors have to vote or e1ect him?
He wasn't e1ected, he's not that kind of an
officer. The on1y ones that get to be eiected
are people who are directors. The by1aws arec1ear about this. His particu1ar ro1e was an
emp1oyee, he was a saTaried emp1oyee. He wasgiven a tit1e to enab1e him to do a particu1ar
job. The supervision of that empToyee was
assigned to me, at a11 phases of that.
was that part of the by1aw amendments?
No.
I think I refer to that,
That was done at a directors meeting and
on May 8th, 2013,
that's at point 26 in my affidavit.
KNISELY: Can we go off the record.
(OFF RECORD DISCUSSION)
(BRIEF ADJOURNMENT)
MR. STOYANOV: So would you undertake to
provide to us a copy of the?
HEINTZ: Minute of the directors
meeting referred to in paragraph 26 of Mr.
C1are's March 19th affidavit?
STOYANOV: Right.
HEINTZ: Yes,
[UNDERTAKING N0.
sir.
11: To provide
a copy of minute of the directors
meeting referred to in paragraph
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26 of Mr. C1are's March 19th
affidavit]
MR. STOYANOV: Now, wou1d you agree that
without the abi1ity to inspect the
association's officiai documents and minutes
there wouid be no way for the appiicants to
know why -- sorry, there wou1d be no way for
the appiicants to know who the executive of
the association was and whether or not they
were appointed?
Eiected.
Eiected, and whether or not that eiection was
Iawfui?
No, I wou1d not agree with that. I think that
they had fu11 access to that information, it's
pub1ished and we11 known and I beiieve that
that information was of common knowledge.
What information are you referring to
specifica11y?
The director, the members of the executive,
who they were and it's pubiished in our
journai, comes out every coup1e of months, I
think that it's common know1edge.
But are the under1ying motions and meetings,
are those avai1ab1e pub1ica11y as we11?
The motions, pub1ic1y, no. But they are
avai1ab1e to the directors.
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For inspection?
Yes. As I discussed.
The way Miss Ciark tried to go and 100k at
those in ear1y March?
Ne11 I think we've ta1ked about how Miss Ciark
did that and I pointed out and you've got my
response to that on, in my affidavit on page
two at paragraph, we11 section A paragraphs
three through to seven.
HEINTZ: Here's your opportunity
opportunity to actuaiiy give that evidence Mr.
Ciare.
Okay. we11 I think that it's pretty ciear
that that information is avaiiabie, it was
we11 known. They have participated in
meetings with the members of the board of
we're we11 aware of who was
If they had a
directors,
presiding at the meeting.
question about that they're more than weicome
to ask, if there's some sort of concern or
probiem that couid have been easiiy raised but
instead what we saw were these ambush type
events, attending at the office at times when
other things are underway, rushing in, making
demands. And this is not good business
practice to be engaging in, this is not the
kind of behavior one expects of a director who
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is concerned with fiduciary responsibi1ity,
it's the kind of thing one expects that's
consistent with the peop1e who engaged in this
coup.
Now the question was how wou1d Miss C1ark know
whether or not the members of the executive
were eiected proper1y?
She cou1d ask.
without reviewing the documents that she was
seeking in March?
we11 I think as I said that information is
genera11y avai1ab1e to Miss C1ark shou1d she
have chosen to ask for it before causing a big
probiem.
A big probiem meaning what?
HEINTZ: To be fair to the witness Mr.
Stoyanov, I think in essence your question is
how wou1d she know if these corporate actions
had taken piace if she cou1dn't review the
minutes.
STOYANOV: Correct.
HEINTZ: Is that being fair to you?
Oh, I see.
HEINTZ: And he's obviousiy. the answer
wou1d be she couldn't. But the second part of
the answer wou1d be so then she cou1d go 1ook
at the minutes.
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which she endeavored to do and which we
a11owed her to do, and to1d her that we were
happy to provide minutes, they were going to
have to get typed up.
MR. STOYANOV: what about the other records,
it took quite awhiie for her to get access to
them, correct?
Weii --
HEINTZ: That's not correct Mr.
Stoyanov. You know a 1ot of this has gone
between Mr. Knise1y and I and we got the first
batch of documents and it's set out in Mr.
C1are's affidavit, within a few days after
being served with the originating app1ication.
And as soon as Miss Fournier was abie to get
the rest put together she brought it to my
office and I phoned your office and said it
That didn'twas there, come and 100k at it.
happen for a week. The witness, and I'm sorry
to be in essence giving evidence, but the
witness has repeated1y testified that they
have never, your c1ients have never been
denied access and that every effort has been
made to accommodate them, but you keep
repeating the question apparentiy in an effort
to have him admit that that hasn't been the
C888.
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MR. STOYANOV: Now, you had mentioned that
no one has stepped forward to become, to want
to be a director from Manitoba association?
I'm not aware of anyone who has fu1fi11ed any
requirements as iaid out in the byiaws to put
themseives forward as a director. we've tried
finding peopie. I know other members of the
association have iooked. I've ta1ked to our
former director from Manitoba in that regard,
but persons who had initia11y expressed
interest faded away or 10st interest. Some
stepped away because of heaith issues, some on
being interviewed were frankiy rea11y not
interested or what they, you know, they were
concerned about what their ro1e was, what they
wouid do, when they found out there was
certain expectations and they stepped away
from it. There's been nobody come forward as
a candidate.
Nobody quaiified or nobody whatsoever?
Nobody's come forward, not that I'm aware of,
that's for sure.
Okay. Let's go to your affidavit of Aprii
23rd, 2015?
M-hm.
Turning to paragraph five?
Yes.
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And paragraph six you state that this issue
has been resoived. meaning the issue
surrounding the amendment of the byiaws?
I beiieve it has, yes.
Okay. How has it been resoived, in what
sense?
we11 we've become aware of the probiem with
sanctioning of the various, the bylaws and in
looking at the byiaws it wou1d seem that the
amendments
the others
to 2010 are in force and effect and
at present are not. Though they
wou1d have been in effect for the time period
up unti1 which they shou1d have been
sanctioned.
HEINTZ: we11 again in fairness to the
witness, he's taiking about the remedies
sought in your originating appiication and
your originating appiication seeks, quote: "A
deciaration as to the by1aws of the
association
29th, 2013".
that have been in force since Ju1y
And then as you know, Mr.
Kniseiy and I have discussed this matter anumber of times and I've toid Mr. Kniseiy that
I've given my opinion to the NFA and that it
accepts the opinion that it's what we refer,
what we've been referring to as the 2009
by1aws that are actua11y the current byiaws
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with the 2010 amendment.
MR. STOYANOV: Has Corporations Canada been
informed of this?
They, we11 they received the, that amendment
aiong with those other amendments but they
have not been informed, to my knowiedge, of
the probiem with the bylaws to this point.
One of the possibi1ities that I think is
worthwhiie is to see, iike one of the things
we did is we tried to strike a byiaw committee
to review byiaws, to try to sort everything
out, to make sure it's c1ear, transparent and
in the interests of the organization.
But in the interim what has been done to
ensure that as far as Corporations Canada is
concerned they have the iatest and va1id
byiaws in their records?
we11 given the particuiar situation as it
exists right now, I think that we haven't done
anything to contact Industry Canada about
doing anything like changing this or changing
that to make, because we want to make sure
that whatever is put forward is correct,
accurate, and in keeping with the byiaws as
they are, the requirements of the byiaws,
which are unaffected by any of the amendment
changes.
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Right, so your position is that the 2009
by1aws are the currentiy va1id by1aws of the
association?
The 2009 byiaws as amended to 2010 are the
current and accurate byiaws is my
understanding and position.
Okay. So knowing that, why haven't you
written to Corporations Canada to iet them
know that this is the case?
It's an exce11ent idea and probabiy something
we shou1d do quite soon.
Might I suggest this may be a 1ega1
requirement to do so?
we11 thank you for the suggestion. I
appreciate the 1ega1 advice, I hope I'm not
going to get a bill for it.
I'm not giving 1ega1 advice I'm just thinking
out 1oud. Your 1awyer is very we11 quaiified
to do that on your behaif.
Paragraph eight of the same
affidavit refers to the discretionary powers
or the Iack thereof of Ms. Ginger Fournier.
what directions if any have been given to her
and by whom concerning any of the matters
raised in this app1ication?
we11, the primary contact, the point of
contact for Miss Fournier for supervision is
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from me as the representative of the board of
directors and the executive. And my
directions to her have been to give everything
to the directors that they're entit1ed to have
under the by1aws and to cooperate fu11y,
that's what we're trying to do.
Paragraph nine of the same affidavit you say
that she does not have any information that
wou1d further the end of the app1icants. But
she's aware of these matters, correct?
Of which matters?
Of the matters arising out of this
appiication?
I be1ieve so, yes.
She's got, she's had to communicate with you
and the officers and directors?
Yes.
Regarding these matters; yes?
Yes.
And she has personaiiy observed events in the
office, in the registered office of the
association that reiates to those matters?
Wei] I'm not sure what you mean by events in
the office that relate to those matters, cou1d
you be more specific?
we11 for example, the creation and keeping of
records and documents?
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Yes.
And you wou1d agree that she is primari1y
responsib1e for preparing and maintaining the
officia1 records of the association?
I'm sorry?
Do you agree that she's primari1y responsib1e
for preparing and maintaining the officiai
records of the association?
The responsibi1ity for minutes is that of the
secretary and the presiding officer, but
certain1y the staff have ro1es which have been
directed to them from the board of directors
through me.
who maintains the actua1 officia1 records of
the association?
In the office?
Yes?
The staff.
The staff being?
The peop1e emp1oyed in the office to do things
Tike maintain the register of members, take
membership information in, give peop1e
memberships or remove peop1e or are no Tonger
members and so on under the direction of the
manager as assigned within the parameters
given her through her authority by the
managers and the board of director and the
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executive.
30 Ms. Fournier wou1d be the one overseeing
the staff or the emp1oyees in that regard?
Yes.
And as far as dea1ing with requests for copies
or inspection, is she the point person, the
contact person for that as we11?
For, I'm sorry, for copies of?
As far as requests to inspect documents or to
get copies of documents?
Provided that she's been given authority to
reiease such information yes, which she has
been.
Thank you. Does she have a genera1
responsibiiity to attend the meetings of the
directors?
Yes.
Committees, and to tape those meetings as
we11?
There are two peopie who are capab1e of taping
those meetings, one of these is Miss Fournier
and the other is myseif.
Now when you are talking about 1ooking for
different quotes from accounting firms for the
audits did you do a11 the research yourse1f or
did you deiegate some of that to her?
I de1egated that to Miss Fournier. As you're
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aware I'm a vo1unteer and I receive no
compensation for anything I do as the e1ected
director for British Coiumbia who has been
e1ected to be the nationa1 president and chief
executive officer of the NFA.
How Iong has she been with the association?
She's been there since, to about 2010 and she
rep1aced a previous emp1oyee.
Is she assigned with a task to send
correspondence to Corporations Canada and
other governmenta1 offices?
In terms of the administration of those
things, yes. when we're aware of that and in
keeping with a11 the other many things that
have to happen. As was made ciear there are a
Iot of different things going on in that
office at different times and I mean some of
them take more priorities at particuTar points
in time than others. Many of them have Iegai
requirements around them.
Now, there was a change of directors after the
December 1st, 2014 e1ection?
There's, December 2014, the eiection, the
e1ections usua11y take p1ace in the fa11 and
usua11y ha1f the board of directors is e1ected
in particu1ar, rough1y ha1f, not a1ways, but I
don't know how fami1iar you are with our
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processes, but the directors have been pretty
stab1e for a good bit of time. we have had a
few changes. The main change, the Targest
change has been this recent one. Now, some
directors were acc1aimed in which case they
are in pretty much right away. The others
where there were e1ections, and those
e1ections went through their processes, and
then the association carries on with a11 of
that in p1ace.
Now, was Corporations Canada advised of the
change of directors after this?
I be1ieve it was.
Most recent e1ection? Is there some record of
it?
I'm sure we can find that for you.
Perhaps you can undertake to provide a copy of
that correspondence?
HEINTZ: May I just have a moment.
STOYANOV: Sure.
HEINTZ: I think it's the first
document in the binder, Adam.
(BRIEF ADJOURNMENT)
MR. STOYANOV: Now, can I enter this as an
exhibit.
HEINTZ: No objection, sir.
[EXHIBIT D-4: Form 4006 changes
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regarding directors of the
association]
MR. STOYANOV: when reviewing the originai Isort of noted that your signature appears
somewhat pixiiated in a different co1or than
anything eise, I'm just trying to figure out
what the procedure usually is for you piacing
your signature on these documents?
It's an exceiient question. As you are aware
it's, I am not in Edmonton on a reguiar basis,
I iive in Prince George, British Coiumbia.
And from time to time there are documents that
need to have my signature affixed such as
certificates and so on, as in my ro1e as
president of the association, and with that inmind I had a stamp created to a11ow the
genera1 manager with my permission, and
checked every time, to affix my signature with
authorization. So she wou1d in practice send
me an emaii and I wouid authorize yes okay,
you know, yes piease sign this or I wouid
direct her to affix my signature on something
that needed to be sent in. And it's been apretty workabie process. It seems to be,
seems to meet our needs, the kind of practice
that's common in many organizations for
stamping cheques and other 1ega1 documents,
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that sort of thing. My father is a bookkeeper
and I've observed him use a stamp to run
cheques for payro11 for many many years. It
seemed to me to be a workab1e soiution rather
than going to the expense of priority posting
documents back and forth.
So this was signed with a stamp?
Yes, in effect it's a signed --
when was this documentation created and
signed?
I don't reca11 exactiy when this was. I guess
we can Iook into it. we haven't received, as
far as I'm aware, a receipt from Industry
Canada yet regarding it's been fiied.
So do you have any record of it being sent to
Industry Canada?
HEINTZ: If it assists Mr. Stoyanov, in
the documents that we provided to you, I think
right underneath that one Mr. Kniseiy, it
appears that Miss Fournier sent it just on
Apri1 23rd, I think that's the fax copy. Can
we just go off for a second.
STOYANOV: Sure.
(OFF RECORD DISCUSSION)
MR. STOYANOV: So just to confirm this
document Exhibit 4, which is the form 4006
changes regarding directors, that was
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initia11y sent to Corporations Canada in March
of 2015 and then again in Aprii, Aprii 23rd,
2015?
That appears to be the case from the
documents, yes.
And you don't have yet any registration of
that?
I'm not aware of one being received yet.
That's not surprising though.
Now, paragraphs 10 and 11 of your Apri1 23rd
affidavit dea1 with Miss Ciark being suppiied
with the association's membership count at
your instruction?
It says association's registered member and
membership count, yes.
Sorry, come again?
I'm just reading it here, I'm sorry, I'm
thinking out Toud a bit.
That's okay. So what had she been actua11y
provided, just the count or was she given
access to the register as we11?
She was given fu11 access to the register. As
I understand it she sat at Miss Fournier's
computer and was aliowed to peruse the fu11
membership Tist.
So she cou1d see it but she cou1dn't take a
record of it with her?
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HEINTZ: That was the agreement made
between Mr. Knise1y and I.
MR. STOYANOV: Wou1d you agree that the
agreement, that this agreement between counse1
concerning Miss C1ark‘s inspection of the
membership Iist was without prejudice as to
any of the app1icants' entit1ement to inspect
or obtain copies of this register of members
at a future time?
HEINTZ: To be fair to him sir, that's
probab1y a 1ega1 question and I think it's
fair of me to answer in the affirmative to
your question, these were without prejudice
discussions.
STOYANOV: Okay, thank you.
Paragraph 13 deals with, we11 my question is
did you or anyone e1se give any instructions
to Miss Fournier about how the inspection was
to take p1ace?
No.
Did she provide a report back to you after the
inspection took piace?
She, I believe we ta1ked on the te1ephone and
she informed me that she had been there and
she Iooked at it, she didn't stay very Iong,
and had a 100k at it and Ieft.
Did you discuss any detai1s as to what
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transpired?
She said there was not much conversation and
that was that.
Alright. Now, paragraph 17, Miss C1ark, you
write that Miss C1ark states that: I admit I,
that I impetuous1y sent fa1se messages with
respect to Miss C1ark and Dar1ene MacKenzie.
Now the word impetuous, as far as I
understand, means acting quick1y or without
thought or care. Isn't that how you actua11y
described your initia1 reaction was sort of a
hasty reaction to the situation?
I didn't characterize it as impetuousiy, I
think I've discussed this with you a1ready.
So how does the word impetuous conf1ict with
your eariier evidence?
we11 I don't think I acted without thought or
care. I may have acted in a bit of haste.
Paragraph 27 dea1s with the executive again,
capita1 E, having instructed its solicitor to
object to the production of Miss Fournier.
was there an actuai vote of some type that 1ed
to this, who decided to object to her being
produced as a witness?
We11 1et me see. I don't reca11 exact1y who
we discussed this with. As you understand
when you have a fragmented board of directors
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you're not discussing that with everyone, but
I certain1y didn't see that Miss Fournier's
attendance was necessary or required given
that she acts on1y under the authority of the
I think
I may have said that but I do beiieve I did
executive and the board of directors.
discuss it with other members of the
executive. I don't think we had a meeting
about it and voted on it.
But the decision was yours then?
we11 --
As the president?
I think so, yes. I think that's a fair
characterization. I am the spokesperson for
the executive and that's the tenor of things,
you know. I did reca11 discussing this with
the other executive members but I don't think
we had a meeting, a forma1 meeting about it.
I get a 1itt1e meeting'd out after awhiie
frankiy.
Turning to paragraph 28 you a11ege that
questioning Miss Fournier is evidence of bad
faith and abuse of process on the part of the
appiicants. Doesn't your own evidence support
the fact that she is the best witness as to
the officia1 records, the auditor and the
audited financiai statements?
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No. I disagree.
Okay.
She is an empioyee acting under direction.
who among the empioyees or the officers of the
association has the most compiete knowiedge of
the records being kept at the registered
office?
The most compiete knowiedge?
Yes?
I think that that information is, in what
terms of that do you mean?
In other words --
where they are on the she1f?
where they are on the sheif, when they were
generated, fiied, indexed, when correspondence
to various government offices was sent, who is
in charge of a11 these minutia?
The minutia, the administrative work, well
that couid be in terms of the staffing of
that, and the staff doing it, Ginger does that
on our direction, yes, informing me as to what
she's doing.
Of course. Turning to paragraph 29, is it
your evidence that if Ginger Fournier was to
be questioned on her knowiedge of the matters
raised in the appiication her evidence wou1d
not support any of the aiieged facts?
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Excuse me?
Is it your contention that her evidence
wouldn't support any of the allegations in the
application?
HEINTZ: That's asking him to assess
evidence Mr. Stoyanov, evidence that hasn't
been given.
OBJECTION:
MR. STOYANOV: Okay. Now, at some point
documents were sent to our office through your
lawyer's office, once in March, I think March
12th, 2015 and then again on April 27th I
believe, of 2015. Did you personally review
those records before they were being sent to
us?
Pardon me?
Did you personally review those record before
they were sent over to us?
I would have discussed all of the records with
my counsel prior to sending any of that
forward, yes.
Did you actually review them physically?
well not --
Electronically?
Electronically if at all, yes, and I would
suggest that I would have reviewed all of them
at some point, yes.
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MR. STOYANOV: Let's take a 1itt1e break,
I'11 review my questions and I think we're
aimost done here.
(BRIEF ADJOURNMENT)
Q MR. STOYANOV: Now, how many members are
there in the association?
we11, I can't give you an exact number.
Piease, average, roughiy?
And I want to preface this by saying we have a
number of categories in membership inc1uding
members of c1ubs who are what we term
associate members who are primari1y there for
the insurance. At our current membership is
approximate1y 71,000 members.
0 when you first started how many were there,
when you became president?
I think about 45,000.
So it's grown steadiiy ever since?
Yes, thank you.
I just rea1ized that I probabiy took a 1itt1e£3
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quick questions but I'm afraid I'm going to
have to adjourn ti11 the next time we meet to
comp1ete this questioning.
MR. HEINTZ: we11 I'm not sure I'd be
comfortab1e with that. He's been produced
here today for an examination, we're here for
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the duration.
I'm here ti11 midnight if you want me, my
piane doesn't 1eave ti11 tomorrow morning.
HEINTZ: Subject to Mr. Reporter's
requirements, he's a1ready to1d me that he's
got some time.
STOYANOV: Airight. We11 now, you had
mentioned ear1ier that you had contacted and
emai1ed Ericka C1ark and Dariene MacKenzie,
again that's regarding their ceasing to be
directors because of their conduct.
I be1ieve it was a Facebook chat message but I
cou1d be wrong about that.
Okay. Did you communicate that to anyone e1se
other than Ericka C1ark and Dar1ene MacKenzie?
At that point no. I do beiieve that I may
have posted a screen shot of that or someone
did on our administration page, which had I
think at the time 12 administrators for one of
our sites.
Okay. But it wasn't you who posted that?
I don't think I did but I can't reca11
exactiy. I wasn't very interested in
disseminating it very wide1y, I wanted to make
sure that they knew I was very disappointed in
their conduct.
Do you have any sense as to who may have
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posted it then?
I think they did, on that site, that wou1d
have been one of the administrators, but that
page has undergone a 1ot of turmoii and changebecause there have been a 1ot of peop1e who
have been taking sides in these issues and
some of those sides taken have ied them to dorather unfortunate things.
were Ericka C1ark and Dar1ene, or Dar1ene
MacKenzie administrators at that point in
time?
There was some back and forth unti1 the page
was, contro1 of the page was regained to its
rightfu1 authority.
But at the time --
I was kicked off for awhi1e and then --
I just want to confirm that you hadn't sent
this to anybody e1se persona11y that you
hadn't sent it or posted it?
I may have mentioned this to some of the
executive members but it wasn't my intention
to be f1ashing this a11 over the internet.
I'm not a dirty Iaundry in pub1ic person.
I want to refer you back to the necessity toamend the by1aws back in 2013, at some point
you had rea1ized that the practices as they
were at the time didn't quite confirm to the
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by1aws?
M-hm.
Can you give me a precise date or time when
that reaiization arose in your mind?
I cou1dn't do that, no. I mean this, byiaws
are an ongoing thing, I think about them
frequentiy. I mean I p1ayed a fairiy major
roie in writing these bylaws a1ong with a
committee, who I vetted them, I think I went
through 17 different drafts before we put
something forward to the members and had it
voted on which was done universa11y, it was
done as a vote of the entire membership.
Sorry, the members voted, what are you
referring to exact1y?
when we adopted new by1aws it was in the 2009,
2010, I was basica11y chairing the byiaws
committee to make sure that that was done.
Okay. And regarding the 2013 amendments, when
did you reaiize that you had to a1so address
these issues as we11?
We11 it was before the Vancouver AGM 1ast
year. It was apparent to me that, you know, I
think maybe I had been reading them for
something e1se, I can't say when or when it
was, and it became apparent to me that
contrary to my opinion at the time, the
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directors cannot uni1atera11y change the
byiaws, you know. they had to go to the
membership for sanctioning. And what sanction
meant and what ratification meant, the
differences between those terms I was pretty
fuzzy on frankiy. And I mean when we were
preparing the byiaws we had a number of peopie
who had input into them, we were raising some
tempiate, boiierpiate ianguage in some aspects
of them, some of the Industry Canada materiais
we used, some of them we didn't. we had input
from former members of the executive and so onand, you know, it became apparent to me that
this was a probiem, I rea1ized, okay, we've
got to get this dea1t with. But I think I
discussed the rest of that with you aiready.
Actua11y what I was referring to was prior to
that Ju1y meeting of the directors to vote on
these new byiaws, when did you sort of reaiize
that they needed to be changed yet again?
Oh, I think that had to do with our practice
changes when we hired Mr. Bevens and the need
to ciarify the ro1e of the president. Because
we've been operating on the need to have a
boss, right, because in the absence of a boss
who is the boss, and there needs to be a
sing1e report for peop1e, otherwise you have,
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I wou1d say unwieldy and difficu1t
circumstances of having emp1oyees reporting to
mu1tip1e bosses which I think any of us wouid
find very very unpa1atab1e. And we had this
meeting that we referred to that we've
undertaken to provide you the minutes of,
which appointed me to be the supervisor CEO
and on so on to make sure that there was a
boss, because there had to be a boss.
So there was some stream1ining or
conso1idation of power?
we11 it's not conso1idation of power, I think
streamlining is a better way of characterizing
it. The power's in the board of directors, it
a1ways has been and remains so. I think the
byiaws are very c1ear about that. And I want
to add, for many years we operated under a set
of by1aws that were very centra1 contro11ed in
we had a mode1 of governance that invo1ved an
extremeiy strong president and a11 authority
was vested in the president. And I think I
reca11 by1aw three if, you know, if there's
any question about any interpretation of the
by1aws the president's interpretation is the
correct interpretation and wi11 be deemed
fina1. And I hated that. I found it anti
democratic, I found it destructive to the best
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126
interests of the association and I 1ong tried
to propose changes to that, those by1aws to
bring them in 1ine with 21st century ways of
doing things and proper governance poiicies.
I'm a great beiiever in governance, I've been
on many boards and I beiieve that due process
is rea11y important. And when I looked at
creating a new set of byiaws as part of the
process to re-brand and rebuiid and invigorate
the organization and buiid it from what it was
to what it is today. Part of that was to have
a much more invo1ved governance system, so
that's what that's about. So it's not about
consoiidating power in the hands of the
president, in fact it's exactiy the opposite.
Now, I think my question was when did you
decide to amend those by1aws, or when did you
come to the rea1ization that 1et's do this?
I think there were others who were iooking at
how we were doing things. I mean we had
conversations with the teiephone. You've got
to understand that my time in doing this
voiunteer job invo1ves me doing this 20 to 30
hours a week on top of my famiiy, my job, and
everything eise I do as voiunteers. I
voiunteer in other organizations and quite
frankiy it invoives not sieeping sometimes I
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think some of you might be fami1iar with that
from your own activities. So the idea that,
this has been something that's been discussed
with peopie and, you know, we need to be
making changes so it wasn't a surprise to the
directors at the time that there would be
something brought forward to make changes in
byiaws because we knew that our by1aws were
not refiecting our actuai operating practices.
And the idea is do you change the practice to
fit the byiaw or do you change the by1aw to
fit the practice, and usuaiiy you try to
change the practice to fit the bylaw because
byiaws by their nature shou1d not be easy to
change, and if you did that you wou1d be
fiipping around back and forth. But given
these are in effect re1ative1y new byiaws
there's bound to be some growing pains, there
are bound to be some structurai issues that
need to be deait with on an ongoing basis.
And this has a11 been about trying to make
that process work to the best interests of the
organization and in keeping with the fiduciary
responsibiiity of the directors acting in good
faith for the benefit of the organization.
But then again the know1edge that the practice
was inconsistent with the byiaws. was that
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always there throughout your tenure as
president?
Probably. Probably there was, well I mean for
example the nature of requiring an audit, we
realized very quickly after adopting the
bylaws we couldn't afford an audit. we looked
at this and we said what do we do, well we'll
take it to the members at the AGM. Guys,
we're supposed to have an audit, what we've
got is a financial review, is everybody okay
with that and, you know, there had been,
you've got to understand that the
organization's records in previous years had
been very poorly regarded, there had been no
annual general meetings for a long time in a
number of respects, and all kind of gross
travesties. And I think that the membership
was pleased to see the executive, the
directors and officers all taking action to
try to take something that would be getting
off the rails and putting it back on the
rails, cleaning it up, and making it run like
a well oiled machine. So when? Ongoing. I
look at bylaws all the time. I think about
them all the time. You know, I think in this
particular room there are actually people who
would understand that.
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So you were invo1ved in drafting those initia1
amendments?
The initiai by1aws, yes, for the then
president B1air Hagen.
what made it necessary to have yet another
round of amendments in 2013?
Ne11 the idea was that we were changing our
structure, we had this new emp1oyee, we had a
need to ciarify processes to make it c1ear
since we had gotten rid of assigning the
manager the tit1e of executive vice-president,
.that was rea11y a dead kind of position. we
didn't have anybody doing that title with that
job. The genera1 manager was kind of, was
doing the supervision of staff on beha1f of
the board of directors but it became kind of
confusing as to who was the boss because we
were re1ying on this directive that okay, we11
Sheldon, you're the boss, right, you're
supervising these key empioyees. And that is
fine as far as it goes, but it isn't very
c1ear and I think that's possib1y some of the
issue with some of these directors that
there's, they're not c1ear about that. And
having changes to the by1aws to get some
c1arity is important. The by1aws shou1d be
ciear.
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Okay. Just one 1ast request, I'd 1ike to see
a copy of the registered officers if you wouid
undertake to provide that, I don't think we
have it produced just yet?
HEINTZ:
that comp1ies to the 1etter with the
I don't think there is one
regu1ations Mr. Stoyanov.
STOYANOV: That's okay, whatever you
have.
HEINTZ: Miss Fournier has been
instructed to prepare one when she gets a
chance but notwithstanding that as I've
advised your office a iist of the officers
appears in every Canadian Firearms Journa1 and
those are avai1ab1e in hard copy and
e1ectronica11y.
STOYANOV: Okay. Can we just have a copy
of what was current1y, you know, what had been
kept at the registered office.
we'11 endeavor to meet
HEINTZ:
your request.
we11 we wi11 but we might be
ab1e to meet it right now. You know, we've
got the May 14 minutes where the executive are
appointed.
E1ected.
HEINTZ:
That's true,
E1ected,
that's there.
thank you. So --
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131
HEINTZ: Te11 me, beyond that I don't
know what, there is nothing I can give you at
the moment.
STOYANOV: Right, what I'm trying to get
is in essence the registered officers for the
past say five years.
HEINTZ: Right, it wi11 have to be
created.
STOYANOV: A1right.
HEINTZ: And I can't give you an
undertaking to give you something that hasn't
been created yet, but I can te11 you that the
process has been instructed, the staff have
been instructed to engage in the process and
at the moment at ieast your ciients are
entitied to see those records.
STOYANOV: Alright. Can you undertake to
provide it once it's created?
HEINTZ: Sure.
STOYANOV: Thank you.
HEINTZ: If it's created.
STOYANOV: Okay.
HEINTZ: I'm not trying to be cute.
[UNDERTAKING NO. 12: To provide
a copy of the 1ist of registered
officers for the past five years
if and when it is created]
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MR. KNISELY: Let's go off the record for a
second.
(OFF RECORD DISCUSSION)
MR. STOYANOV: Mr. C1are, thank you for
attending, and subject to any undertakings,
subject to any answers to undertakings this
conc1udes my examination today.
(WHICH WAS ALL THE EVIDENCE TAKEN AT THIS EXAMINATION)
(5:06 p.m.)
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CERTIFICATE OF TRANSCRIPT
I, the undersigned, hereby
certify that the foregoing pages are a comp1ete and
accurate transcript of the proceedings taken down by me
in shorthand and transcribed from my shorthand notes
to the best of my ski11 and abi1ity.
Dated at the City of Edmonton.
Province of A1berta, this 14th day of May, 2015.
/6é<%»%Richard D. Jacobs CSR(A)
0fficia1 Court Reporter
A.C.E. Reporting Services Inc.Certified Court Reporters
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43:2 81:17 81:18E2
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auditors 121- 79:2475:16 75:20 82:392:19, 99:17, 94:21
AUDlT0RS[11- 3:9audits [91 - 73:11
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DISCUSSION [5] -43:9 64:4 98:16
_1.1_3;2A._1_§2I.§discussions [9] —
26:5 34:16 45:2711£90:27 115:14
DISCUSSIONS [2] -2:19 34:27
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2 :13DOCUMENTS [21 -
62:20, 35:2
documents [55] -
7:23 14:4 17:2422:7, 29:12, 22:21,22:25, 23:7, 24:29,24:27 25:5 25:825:16, 34:2, 34:19,35:5 35:13 35:2436:19 38:2 38:2539:9 39:25 40:340:22 41:6 42:542:8, 43:2, 54:20,69:24 73:6 92:199:9,101:9, 102:12,107127, 109:9,109:10, 112:8,112:12,112:27,113:6,113:18.114:5 119:10
done [32] - 21:9,21 :26, 36:27, §1:29,52:19, 59:6, 60:12,,62:4 64:23. fi:26,70:26, 70:27, 71:19,74:1 74:23 80:1882:2, 83:5. 84:3,90:23, 92:22, 94:13,94:19, 97:9, 97:27,98:12 105:14musgfl.123:12, 123:13,12 :18
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10:18 13:10 13:111 :27 :798:4 99:11 99:12191:7,110:2,110:4,110:25 130:25JEZQ
election [5] - 61 :1,99:12, 119122,110:23,111:14
elections [3] - 110:24,1 1 1:7 1 11:8TAT.
electronic [9] - 28:16,
mgelectronilm [5] -
18:9 119:24119:25, 130:19
ill-311.1email [21] - 31:23,i5B350,'6, 90:21, 91:7,58:16, 68:1, 68:9,
79:19, 76:24, 87:23,
A.C.E. Reporting Services Inc.
emgloyee [§_| - 99:2,96,11, 96:12, 98:7,98:9, 110:8, 119:3,1_2.E§
emgloyees L51 - 69:23,1(i.L3;1._12i2,.1 :20
emgloys [1] - 15:27enablem - 98:8enabled [1] — 89:14enacted 111 - QI19enacting [1] - 54:7end [2] - 88:18,107:9endeavorm - 130220endeavored [11 -
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73:10, 81:18, 97:21,131 :14
engaged in - 23:26,74:9, 75:16, 75:21,eeamw
ENGAGED '11- 3:9engagement [5] -
79:9, 70:4 77:3,
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L326ENSURE [1] - 4;19ensure [111 - 2:5,
24:17, 27:26, 29:9,39:5 :2 70:1470:17, 72:7, 74:1,
105;ensuring [2] - 29:12,
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entire [3] - 10:16,10:20 1 :13
entitled [5] - 33',1,33:3, 33:14, 197:4,131:16
entitlement [11 - 119:7
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29:29, 30:8, 42:10,43:17 44:26 45:1245:22 87:22 89:2199:8, 90:29, 121:3,121 :15 122:9
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123essence [5] - 97:17,
91:6 101 :17102129, 131:9
established [3] —
25:22 26:23 27:5etc1z]- 15:10events 91- 43:1,
100223, 197220,107223
EVIDENCE [1] - 132:8evidence 1121- 42:19,
75:24 100:11102:20, 119:19,117:22, 117:24,118:24,118:29,119:2 11 :5
evident [11 - 32:12exacg[1]- 120:7exac - 62:21
62:22, 113:11,116225, 121:23,123:15,126:15
examination [3] -
83:5 120:2? 132:7EXAMINATION 11] -
1328examining [1] - 86,'24examgle [5] - 8:8,
20:27 :10 :1374:24, 95:7, 107:26,12;:
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21:11, 21:21, 24:2,24:23, 25:9, 43:21,59:5, 65:5, 72:19,74:9, 74:13, 76:13,84:1 85:7 90:2491:13, 92:4, 92:9,95:29, 36:27, 99:8,39:20, 101:6, 107:2,109:1,110:5,11 :1 117:5117:8, 117:1§,117:17,12g:21,124:12 128:18129:11, 1323
Executive [5] - 11:16,11:19,11:27,12:18
exhibigra - 48:7,50:9, 6721, 89:10,111225
Exhibit [15] - 11:23,30:6, 30:23, 48:22,56222, 37:12, 57:14,59:11 0:15 67:1186:23, 87:6, 88:3,8821 113:26
EXHIBIT [5] - 4:6, 4:7,4:9, 4:11, 48:14,48:25 67:7 111:2?
EXHIBITS [1] - 4:2existing [1] - 57:19exiss [A] - 36:3,
47:27, 54:9, 105:19exgtations [1] -
103:1?exgcted [1] - 129:21exgecs [2] - 190:27,
1922exgnse [1] - 113:5exgrlence [1] - 93:8exgrtise [1] - 70:10exglainrz] - 11:5, 12:7exglained [1] - 71 :24Exgress m - 31:12ex ress -72:1
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785:15 86:15 91:793:18 94:9 117225126:15
FACT [1] - 3:2facts m - 118227faded 11} - 103:11fades m - 93:14failed [2] - 80:16,8219
failure [2] - 85:2,
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forwarded [11 - 34:2foundation [1] - 68:8founded [11 - 43:4founding [1] - 6:24
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gosting [11 - 113:5Qotentlal [1] - 62:24gowernj - 125111,
125212 126214Qowefs [1] - 125214
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gresidenfs [2] — 17:6,125:24
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Certified Court Reporters
gressing [1] — 74:16gresume [21- 39:12,
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grimagg [1] - 106:26Prince1]]- 112211grincigles [1] - 72:11griorities [1] - 110218griorig [21- 41 :51125
grivacy [5] - 16:8,46:20 46:23 46:2646:27 47:4
grivate [1] - 46:22grigy 11] - 41 :1groblem [3] - 62:20,
62:25 72:15190:21,101:14101115 104:7105:7 124114
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Qrocesses [5] - 52:13,52:19, 61:4, 111:1,111:8, 129:9
produce 51- 13:11,38:24, 39:27
groduced [5] - 87:787:11 1 16:24120:26 130:4
PRODUCTION L2] -2:20 35:2
groduction [9] -34:18 42:4 116:21
groductive [5] - 24:20,44:7 44:12 44:13
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PROVIDE [3] - 2:15,2:21, 2:24, 3:11,9:14 3:17, 3:20,3:24 34:23
grovided|_11]- 2:9,19:22. 28:24 35:17,47:16 47:18 73:2377:22 109:11113:1B 114:20
PROVIDED [1] - 4:16grovides [1] - 70:7groviding [5] - 24:29,
37:6, 46:9 47:8,74:11, 68:2
Province [1] - 133:9rovincial - 8:20
grovision [5] - 27:3,27:13, 27:19, 74:26
grovisions [1] - 14:7A.C.E. Reporting Services Inc.
13Qublic 111- 20:6,
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gublication1;1]- 60:11ublic - 99:26
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gutting [1] - 72:7,128121
guotations [2] - 73:21,1:23
guote [2] - 83:18,104:19
guotes 31- 74:13,76:20 76:25 109:24
QUOTES [1] ~ 3:16
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19:15, 90:24, 38:1642:2, 42:20, 42:21,42:24 117:22120:24
QUESTIONING [1] -
11$guestions [2] - 120:2,
120:22gueue [1] - 39:8guick [2] - 60:26,
120:22guicky [2] - 116:9,12¢;
guite [13] - 7:1, 22:3,23:14, 37:23, 62:14,68:4 71:25 89:393:6, 102:9, 106:11,122:2? 126226
guorum [1] - 86:8
rails [21 - 128:21,128:22
raise [11 - 80:2raised [§] - 27:12
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raising ['21- 94:4,
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81:18,113:4,122:8ratification [2] - 61 :10,
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realization [,5] - 62:13,62:23 63:2 123:4126118
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realizing [1] - 62:16reaIIy|g1- 12‘,1, 14:17
25:17, 31:14, 62:18,82:6 103:13 126:7129112
reason [11 - 30:14
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reasoning [11 - 44:5reasons [1] — 99:4rebmnding [1] - 25:21rebuild [1] - 126:9receig; [1] - 11§:13receive [:1 - 31:19,
76:12 110:1received [12] - 4:9,
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22:8, 27:22, 40:24recollection 1;] - 49:3,
522recommendation [1] -Z$§
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2 :19RECORD [5] - 43:9,
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record [13,] - 9:19,11:22, 13:12, 25:15,29:27, 43:8, fi:12,57:21, 58:7, 75:4,75:25, 94:21, 98:19,111:14, 113215,114:2? 119:1?1:21
recorded [3] - 30:11recording [1] - 29:6recordings [1] - 28:27RECORDS [31 - 3:11,
4:17 4:19records my - 2:4, 2:6,
17:21, 19:17, 20:1,20:17, 21:25, 22:23,22:25, 22:26, 23:11,26:9, 29:22, 31:27,33:12, 33:26, Q27,36:13, @117, 38:5,38:9, 99:16, 39:29,49:8, 40:12, 49:27,45:1, 49:13, 46:15,46:29, 47:17, 47:2047:21, 47:22, 55:23,66:19, 66:23, 99:25,99:15, 69:21, 71:1,74:11, 76:2, 83:6,89:7, 88:26, 99:7,95:11, 95:15 102:5,105217, 197:27,
Certified Court Reporters
108:4, 108:8,108214, 117126,118:6 119:14119:19,128:1§,131215
rectilication [1] -
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26:19 26:27 29:2639:22, 32:1, 42:19,43:10 54:5 77:15923229932210425 122:24
reference [51 - 11:9,11:26. 14:24. 42:11.1931
references - 0:2
3929referred [121 — 12:21,
27:11, 47:24, 79:25,80:7 83:11 88:693:9 93:11 98:2198:27, 125:5
REFERRED [1] - 3:22referring [15] - 11:10,
11:23 39:9 40:341:1 41:24 47:2361:20 67:26 91:23
9219391292123:1 124:17
refers [5] - 48:19,67:13 68:4 84:9106:21
reflecg u] - 51:451:27 52:2 69:6
reflected [2] - 83:10
999rel1ecting[1]- 127:9reflecls|1]- 66:18refreshm - 45:19regainedm - 122:13Emmi.
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1922ggarded [11 - 128214regarding [a] - 4:12,
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18:18 18:25,19:1,19:22, 19:24, 19:26,45:14 45:16, 96:6,108:21, 114:21,114:22 115:8
REGISTE - 2:11129
registered [22] -
17:12 17:25 18:2428:23, 25:24, 30:12,31:25 32:8 34:1559:19, 49:4, 45:13,47:7, 95:3, 95:12,107:21. 114:14.11 : 1 :2130:19,1§1:5,12229
REGISTERED [51 -2:14 2:17 3:2519:12 34:25
registers 12] - 22:24,$91
registration [1] —
1199regisgg [2] - 47:27,
329regularm - 14:22,
22:12 112:10regulafiy [1] - 59:;re ulations - 1 0:7reinstated L2] - 6:22,9932
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10 :12relevant [2] - 15:6,
42:27re in - 129:18remains [1] - 125215remedies [21 - 81:26,
19139remernberm - 34:5,
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2939£9223sLflL;9222regrtefs [1] - 121:4ReQrterIExaminer
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REQUEST 121- 2:20,291
reguested [:1 ~ 28:3,48:3, 75:4
reguesting [1] - 73:5reguests [1] - 27:23,
27:24 28:6 29:1378:22 1 :5 109:9
reguire [g1- 71 :20,
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1221reguisite [1] - 93:7research [1] - 109:25resolution 151- 13:12,
13:26 94:16 :15resolve 11] - 37:23resolved 131- 88:20,
104:2, 104:5RESPECT - 2:12$2§
resgec; [g] - 21:17,32:25 33:8 34:162913231923921191
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75:10, 76:19resgnse [:1 - 55:17,
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2939resgonsibilities [51 -
17:5, 20:18, 23:20,74: 80:14 94:8
responsibility [151 -22:6, 23:22, 28220,5933292392931263:9. 66:24. 81 :21.§1329E2LJ9132108:9, 199:15,12221
resggnsible [:1 - 16:6,21:3, 21:15, 25:5,28:25, 30:16, 81:19,108:3, 1m:5
resgonsiveu] - 39:4res - :4 102:1612136
restraining [:1 -
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49:1, 58:27, 59:4,59:7, 66:1, 70:2,70:26, 70:27, 71:11,ZL2$J93§2101219 105:11119:15,119:17,
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119222, 120:2,12939
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reviewing la] - 62:15,191 :9, 112:3
revised [3] - 14:14,
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role [15] - 5:22, 21 :27,2239292322913297:3, 97:17, 97:24,98:6, 103:15,112114, 123:8,1 4:23
roles [3] - 24:2, 81:20,19931
roorn - :1128:26
rou h -110:26
1228round [1] - 129:6rule 1§_1 - 27:2, 27:10,2ELL2Z3LJE39
Rules [51 - 5:21 14:6,
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1:21 '8 '1356:9, 56',12, 56:14,
§9312§L1LJfl3L61 :33 62:1, 62:6,92392993529921.19132
SANCTIONED [1] -
E2sanctioning [51 ~
55:12 61:18 66:1719£232$9
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Certified Court Reporters
E8sat[1]- 114223satisfied [1] - 50:20satis - 51:2saw[§] - 29:16, 81:17,
100:22scheduling [1] - 45:4screemg] - 90:2,
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12:27, 14:10, 21:728:17 28:19 43:19108210
section [§_[ - 17:7,54:5 78:20 79:2
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seeing [3] - 14:16,31:9 31:22
seeking [11 - 101:10seeks [1] - 104218seem [2] - 49:9, 104:9self[1[- 92:12self-evident [11 -
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22:18 37:10 104:6121227
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113220, 114:1,116:6,118:16.119110, 119214,11g~,1a.122:17,122:19
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14425set, [a] - 8:26, 8:27,
15:24, 37:2,, 44:14,85:24, 1Q2:12,12 :17 126:8
seven [1] - 100:9several [1] - 6:7, 26:8,
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39:1, 40:14, 40:20,5922, 72:8, 74:10,108111, 108218,108219 109:3118220, 129215,131113
STAFF [2] — 2:17,34:25
staffing [2] - 40:15,118:19
stages [1] - 83:14stamg [51 - 67:9,
67:15. 68:4. 112216.113:2 113:7
stamging [3] - 112:2?stand [1] - 54:1standards [11 - 69:12standing lzl - 27:18,E
started [51 - 6:5,62:16 72:21 120215
state [:1 - 9:9, 87:22,flfil
gaftemennm - 33:7,33:10 84:27 89:1783:18, 91:5, 91:8,
112:13, 112:18, 51:5 53:26 58:7 91:23 95:1911222 60:19, 63:19. 64:16. statement§,[_[51 - 20:4.
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sily [1] - 57:4 sound 111- 41 :21 66:27, 69:5, 71:15,similar[1[- 29:21 sgaking [11 - 78:12 91:3, 92:2, 92:3,simple [1] - 94:8 sgaks [2] - 11:20, 9214 95225sirng|er[1]- 12:18 52$ $11116simgm [3] - 40:25, sgcial [2] - 27:17 steadily [11 - 12Q:18
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59:27 1222 107:25 103212 103:1?A.C.E. Reporting Services Inc.
stag [11] - 23:8,23:24 25:19 51 :2554:27 62:24 73:988:23 89:20 90:23£25
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strike[1[- 105210strong [1] - 125229structural [1] - 127219structure ['21- 8:21,
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SWORN [1] - 1:17synch [1[ - 83:23system [11 - 126:12
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today [1] - 15:18,19:17 19:20 92:14120227 1262111221
together [5] - 35:13,39:14 52:10 70:21991919219
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TRANSCRIPT [11 -
1321transcrigtion [1] -
999transcrigts [1] - 26:12,
27:27, 29:13transgrengm - 84:4,
105:1;transgired [1] - 116:1
tra in s - 6:9travesties [11 - 128:1?treasurer[§_1 - 10:19,
19:12,1§:1,69:2,70:20 71:25
treated - 7:1treating [11 - 15:8tried [J9] - 23:8, 23:16,
23:27 25:22 58:964:16, 100:3, 103:9,105210, 126:1
trouble [1] - 14:16true [1] - 139127trurng 121 - 93:15,
9219trust [1] - 22:17tI'V_l.1Il - 22:16. 22:17.
2§:18, 25:19, 26:1,37:7 44:20 44:2150:1, 51:27, 53:1§,
92292922929912105211 127:1212929
tying [21] - 11:15,11:17. 12:23. 33:23.
2919199111921.43:2 52:23 52:2456:2 60:23 63:2478:11, 82:27. 94:4.107:6 112:6127:21, 131:4,131223
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89:15, 95:1, 103129,117:21,118:2;i_
two [15] - 5:11, 2§:1,32:4 37:27 38:2252:13, 56:18, §7:12,61:4 75:14 82:382:18 84:9 96:15100:8 109:20
Q3 91- 100:22,116:22
ggd [1] - 102:4gg [31- 14:9, 17:23,
22:24
U-1ultra - 7:15unaffected [1] -
19229unanimous [1] - 13:24unanimousy [1] -
Z22unaudited [2] — 71:23,9229
uncontested [1] -
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undergone|31- 122:4undeming [1] - 99:24underneath [1] -
11919undersigned [9 -
1 3:3understood [1] -
5511undertake [12] -
18:19, fi:11, 34:19,49:21. 65:13. 67:27.73:19 78:1 98:18111:17,1§9:§,19911
undertaken [1] - 125:6UNDERTAKING [25] -
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undertaking [111 -18:27, 50:20, 51 :9,64:5, 98:8, §§:2Q.76:15, 76:17, 77:8,78:7 131:11
UNDERTAKlNGSm -
21undertakings [:1 -
2: 1 :5 132:6Undertakings [1] - 2:3underway [11 - 100124unethical [5] - 89:29,
89:20, 99:24, 89:27,992
unfortunate [11 -
1229unfortunatebg [21 -
25:8 65:3unhaggy[1]- 95:19unilaterally [1] — 124:1universaly [1] -
123:12unless12[ - 27:5,
9219ungalatable [1] -
1221unsuccessful [1] -
919unusual [1] - 89:4unwieldy [2] - 58:20
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123213. 124:18voted [51 - 44:4,
44:15, 54:22, 117:9,123212 123:14
votes [5] - 74:16,74:23, 76:12, 76:18,
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32:12 46:1void [1] - 87:15volunteerm - 22:4,
110:1, 126223,L21
volunteers [1] -126:25
vote [9] - 27:6 44:3,54:9, 56:18, 76:11,98:2, 116:22,
wa1s|§]- 8:15, 60:4,60:5 60:12 126:3
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12124willing [1] - 74:3wish [2] - 50:24 92:5WIT E] - 2:17, 3:16,
§$£3§withdraw [1] - 44:10withholding [1] - 47:7Wi:t"¢§JJAJiZ.3_._
30:23 32:1 42:1945:20 50:23 51 :264:16 101116102:19 10222110-1:16 116:24117225
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YEARS [11 - 3:261esterda1[J]- 15:19YOUR[z]-4:16, 4:19yourself [51 - 36:6,
41:8 58:23 64:17109:25
Certified Court Reporters