NUMBER: $36338

BRITISH
COLUMBEA

 

80(1le ACT

I Hereby Certify that

PRINCE RUPERT AIRPORT SOCIETY

has this day changed its name to

PRINCE RUPERT AIRPORT AUTHORITY

Issued under my hand at Victoria, British Columbia
on February 04. 2093

 

DI-IN S. POWELL

Registrar of Companies
PROVINCE OF BRITISH COLUMBIA
CANADA

 

British Columbia ?name an? )40?azahsha?d Street
Corporate Relations mam-la
British Coiumbia
VBW 3E6

 

File Number?. 338338




PRINCE RUPERT AIRPORT SOCIETY

I hereby certify that the documents attached hereto are copies of

documents ?led with the Registrar of Companies on January 17, 1997

 
    

JOHN S. POWELL
Registrar of Companies

 

 ifs-NW.



FORM 3

SOCIETY ACT

Constitution

1. The name of the Society is PRINCE RUPERT AIRPORT SOCIETY.

2. The purposes of the Society are:

(3-)



(C)







(11)

January 16, 1997

To develop, maintain and operate the Prince Rupert Airport, including
facilities for passengers, ?ight instruction, and air craft accommodation,
rigging, maintenance and overhaul.

To provide an e??cient and well-maintained airport facility and service for the
residents of and visitors to the Skeena-Queen Charlotte Regional District, and
Prince Rupert region.

To acquire, hold, lease, manage, rent or sell any real property or personal
property for the furtherance of the Society's purposes.

To apply for and hold any licence, permit or operating authority which may
be required to carry out or further the Society's purposes.

To enter into contracts with any person, body corporate, government or
government ministry, department or authority which may further the purposes
of the Society.

To promote aviation and aeronautics and legislation or legislative change
a?ecting aviation, aeronautics, the aircraft industry and all its branches.

To solicit, receive, acquire and hold donations, gifts and legacies for the
purposes of the Society and to collect and receive rents, pro?ts and other
revenues, grants, apprOpriations and subsidies for the purposes of the Society
and to enjoy all of the bene?ts of ownership thereof.

To sell or convert any property into money from time to time, to invest and

re?invest any principal in such manner as may from time to time be
determined and to disburse and distribute such money and property in the

32-133 11-6336/sz

2

furtherance of the purposes of the Society.

To market, promote, co-ordinate and manage all services and facilities
described in the Society?s purposes.

To seek funding and ?nancial assistance from the Government of Canada,
Province of British Columbia, federal and provincial crown corporations and
agencies, municipal governments, regional districts and other local authorities

in furtherance of the purposes of the Society.

To manage and co-ordinate the development of short, medium and long term
plans to develop and improve land as a public airport.

(1) To actively promote the Prince Rupert Airport to private and commercial
aircraft operators.

To acquire all of, or an interest in, the property comprising the Prince Rupert

Airport.

To make an offer of employment to every indeterminate Transport Canada
Airports Group employee who is employed at the Prince Rupert Airport
immediately prior to the transfer of the Airport to the society.

(0) To do all other things as are incidental or conducive to the attainment of the
purposes of the Society.

3. The Society shall be carried on without purposes of gain for its members or directors
and any pro?ts or other accretion to the Society shall be used for furtherance of its
purposes. No member of the Society or director shall be paid any remuneration for
services rendered to the Society, but may be paid reasonable expenses and a director
may be paid a per diem allowance for each day of service in acting as a director.
This clause is unalterable.

4. Upon winding-up or dissolution of the Society, the assets remaining after the
payment of all costs, charges and expenses properly incurred in the wind?up,
including the remuneration of a liquidator, and after payment to employees of the
Society of any arrears of salaries or wages, and after the payment of any other debts
of the Society, shall be paid over to the City of Prince Rupert. This clause is
unalterable.

January 15. 1997 - 32-183 11?6336st

3
Bylaws

Here set forth, in numbered clauses, the bylaws providing for
the matters referred to in section 6(1) of the Society Act and
any other bylaws.

 

Part 1 .. Interpretation
1.1 In these bylaws, unless the context otherwise requires,
"City" means the City of Prince Rupert;
"council" means the municipal council of the City;

"directors" means the directors of the society for the time being and
"director" means only one director;

"Municipal Act" means the Municipal Act (British Columbia);

"registered address" of a member means his or her address as recorded
in the register of members;

"society" means the Prince Rupert Airport Society; and
"Society Act" means the Society Act (British Columbia).

1.2 The definitions in the Society Act on the date these bylaWs become effective
apply to these bylaws.

1.3 Words importing the singular include the plural and vice versa; and words
importing a male person include a female person and a corporation.

1.4 Unless otherwise expressly provided, reference in these bylaws to a statute is
a reference to that statute as from time to time in force, re-enacted or replaced.

Part 2 - Membership

2.1 The members of the society are the applicants for incorporation of the society
and those persons who subsequently have become members in accordance with these bylaws
and, in either case, have not ceased to be members.

January 16, 1997 32-183 11-6396/32

4

2.2 Except for the applicants for incorporation of the society, the members of the
society shall be:

the City;

the person employed from time to time by council as the administrator
of the City; and

the person elected or acclaimed from time to time, in accordance with
the Municipal Act, to the position of mayor of the City.

2.3 Except for the applicants for incorporation, the society shall not, at any time,
have more than 

2.4 Every member shall uphold the constitution and comply with these bylaws.

2.5 There shall be no annual membership dues.
2.6 A person shall cease to be a member of the society

in the case of the members provided for in bylaw 2.2(b) and upon
that individual ceasing to hold of?ce as mayor of the City or ceasing
to be employed as administrator of the City, as the case may be;

by delivering his or her resignation in writing to the secretary-treasurer
of the society or by mailing or delivering it to the address of the

society; or
on his or her death, or in the case of a corporation on dissolution.

2.7 All members are in good standing except those who have ceased to be a
member as provided in bylaw 2.6.

2.8 The society shall have voting and non-voting members. The City and the
member pursuant to bylaw 2.2(b) shall be voting members. The member pursuant to bylaw
2.2(0) shall be a non-voting member.

2.9 All voting members shall be entitled to vote at all meetings of the society. A
non-voting member shall be entitled to attend all meetings and to speak, but shall not be
entitled to vote on any matter.

January 15. 1997 32-183 114533682




"a

5
Part 3 Meetings of Members

3.1 General meetings of the society shall be held at the time and place, in
accordance with the Society Act, that the directors decide.

3.2 Every general meeting, other than an annual general meeting, is an
extraordinary general meeting.

3.3 The directors may, when they think convene an extraordinary general
meeting.

3.4 Notice of a general meeting shall specify the place, day and hour of
meeting, and, in case of special business, the general nature of that

business.

The accidental omission to give notice of a meeting to, or the
non?receipt of a notice by, any of the members entitled to receive

notice does not invalidate proceedings at that meeting.

3.5 The ?rst annual general meeting of the society shall be held not more than
15 months after the date of incorporation and after that an annual general meeting shall be
held at least once in every calendar year and not more than 15 months after the holding of

the last preceding annual general meeting.

3.6 A resolution in writing, signed by all the members and placed with the minutes
of the members is as valid and effective as if regularly passed at a meeting of members.

Part 4 {Proceedings at General Meetings

1:4

4.1 Special business is

all business at an extraordinary general meeting except the adOption
of rules of order and election of a chairperson pursuant to bylaw 4.5;
and

all business transacted at an annual general meeting except
the adoption of rules of order;
(ii) the election of a chairperson pursuant to bylaw 4.5;

the consideration of the ?nancial statements;

January 15, 1997 32-183 11-6396/52

6

(iv) the report of the directors;

the report of the auditor, if any;

(vi) the appointment of directors;

(vii) the appointment of the auditor, if required; and

the other business that, under these bylaws, ought to be
transacted at an annual general meeting, or business which is
brought under consideration by the report of the directors
issued with the notice convening the meeting.

4.2 No business, other than the election of a chairperson and the
adjournment or termination of the meeting, shall be conducted at a
general meeting at a time when a quorum is not present.

If at any time during a general meeting there ceases to be a quorum
present, business then in progress shall be suspended until there is a
quorum present or until the meeting is adjourned or terminated.

A quorum is three (3) members personally present.

4.3 Ifwithin 30 minutes from the time appointed for a general meeting a quorum
is not present, the meeting, if convened on the requisition of members, shall be terminated.
In any other case, it shall stand adjourned to the same day in the next week, at the same
time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes
from the time appointed for the meeting, the members present constitute a quorum.

4.4 Subject to bylaw 4.5, the president, or in his or her absence, the vice president
or, in the absence of both, one of the other directors present, shall preside as chairperson
of a general meeting. 

4.5 If at a general meeting

there is no president, vice president or other director present within 15
minutes after the time appointed for holding the meeting; or

the president and all the other directors present are unwilling to act as
chairperson,

the members present shall choose one of their number to be chairperson.

January 16, 1997 32,133 

i

7

4.6 A general meeting may be adjourned from time to time and from place to
place, but no business shall be transacted at an adjourned meeting other than the 
left un?nished at the meeting from which the adjournment took place.

4.7 When a meeting is adjourned for 10 days or more, notice of the adjourned
meeting shall be given as in the case of the original meeting.

4.8 Except as provided in this bylaw, it is not necessary to give notice of- an
adjournment or of the business to be transacted at an adjourned general meeting.

4.9 No resolution proposed at a meeting need be seconded and the chairperson
of a meeting may move or propose a resolution.

4.10 In case of an equality of votes the chairperson shall not have a casting or
second vote in addition to the vote, if any, to which he or she may be entitled as a member
and the proposed resolution shall not pass.

4.11 A corporate member may vote by its authorized representative, who shall be
an individual duly appointed by that member, who is entitled to speak and vote, and in all
other respects exercise the rights of a member, and that representative shall be reckoned
as a member for all purposes with respect to a meeting of the society.

4.12 Avoting member in good standing present at a meeting of members is entitled
to one vote.

4.13 Voting is by show of hands or by ballot, as directed by the chairperson of the
meeting.

4.14 A member who is an individual may vote by a duly authorized proxy. A proxy
shall be in the form prescribed by the directors from time to time and shall be delivered to
the society in the manner and within the time prescribed by the directors from time to time.
A proxy shall be good and valid for only one meeting and a new proxy shall be executed by
the member and delivered for each meeting for which the member requires a proxy.

4.15 The members may, by resolution, adopt rules of order but if no such rules of
order are adopted, the proceedings of the members shall be governed by Robert's Rules of
Order Newly Revised or, if the procedure adopted by resolution does not cover any point
of order, such point of order shall be determined according to Robert's Rules of Order
Newly Revised.

January 16, 1997 32.183 11453.96}:

8

Part 5 - Directors and Of?cers

5.1 The directors may exercise all the powers and do all the acts and things that
the society may exercise and do, and which are not by these bylaws or by statute or
otherwise lawquy directed or required to be exercised or done by the society in general
meeting, including the full management and control of the assets, liabilities, revenues and
expenditures of the Prince Rupert Airport and the ability to make rules and regulations
governing its operations, but subject, nevertheless, to

all laws affecting the society;
these bylaws; and

(0) rules, not being inconsistent with these bylaws, which are made from
time to time by the society in general meeting.

5.2 No rule made by the society in general meeting invalidates a prior act of the
directors that would have been valid if that rule had not been made.

5.3 The number of directors shall be ?ve (5) or a greater number determined
from time to time at a general meeting. 

5.4 The directors of the society shall be appointed by the City. The City shall
appoint as directors individuals who are not elected or appointed of?cials or employees of

the City.

5.5 A director shall sit for two (2) years and shall retire at the annual general
meeting in the second year of his or her term. A retiring director shall be eligible for re-

appointment.

5.6 A director may he removed before the expiration of his or her term of of?ce
by special resolution of the members.

5.7 If a director resigns his or her of?ce or otherwise ceases to hold of?ce, the
City shall forthwith appoint a new director to the board. Until such time as a new director
is appointed, the number of directors of the society shall be reduced to the number of
directors actually holding the of?ce until the vacant position is ?lled.

. 5.8 0 act or proceeding of the directors is invalid only by reason of there being
less than the prescribed number of directors in of?ce.

5.9 A director is not required to be a member.

January 16, 1997 32,133 11-6336/221

9

5.10 In accordance with section 3 of the Constitution, no director shall be
remunerated for being or acting as a director, but a director shall be relmbursed for all
expenses necessarily and reasonably incurred by him or her engaged in the affaJrs of the

- society. The members may by special resolution provide for a pro-rated per diem allowance

to be paid for a director for each 3 hour day the director is engaged in the society's
business.

Part 6 - Proceedings of Directors

6.1 The directors may meet together at the places they think ?t .to dispatch
business, and may adjourn and otherwise regulate their meetings and proceedmgs as they

see 

6.2 A meeting of the directors may be held by telephone or other 
facilities that permit all participants in the meeting to hear each other, and a director who
participates in the meeting by those means shall be counted as present at the meeting.

6.3 The quormn for a meeting of the directors shall be four (4) directors.

6.4- The president shall be chairperson of all meetings of the directors, but if at
a meeting the president is not present within 30 minutes after the time appointed for
holding the meeting, the vice president shall act as chairperson. If neither the president nor
the vice president is present the directors present may choose one of their number to be
chairperson at that meeting.

6.5 Any two (2) directors may at any time convene a meeting of the directors.

6.6 The directors may delegate any, but not all, of their powers to committees
consisting of the director or directors as they think 

6.7 A committee so formed in the etercise of the powers so delegated shall
conform to any rules imposed on it by the directors, and shall report every act or thing done
in exercise of those powers to the earliest meeting of the directors to be held next after it
has been done.

6.8 A committee shall elect a chairperson of its meetings, but if no chairperson
is elected, or if at a meeting the chairperson is not present within 30 minutes after the time
appointed for holding the meeting, the directors present who are members of the committee
shall choose one of their number to be chairperson of the meeting.

69 The members of a committee may meet and'adjoum 35 they thj?k proper.

January 16, 1997 32-183 11-6396/5:

10

6.10 For a first meeting of directors held immediately following the appointment
of a director or directors at an annual or other general meeting of members, it is not
necessary to give notice of the meeting to the newly appointed director or directors for the
meeting to be constituted, if a quorum of the directors is present.

6.11 A director who may be absent temporarily from British Columbia may send
or deliver to the address of the society a waiver of notice, which may be by letter, telegram,
telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and
until the waiver is withdrawn

no notice of meeting of directors shall be sent to that director; and

any and all meetings of the directors of the society, notice of which has
not been given to that director shall, if a quorum of the directors is
present, be valid and effective.

6.12 Questions arising at a meeting of the directors and committee of directors
shall be decided by a majority of votes.

6.13 In case of an equality of votes the chairperson shall not have a second or
casting vote.

6.14 No resolution proposed at a meeting of directors or committee of directors
need be seconded and the chairperson of a meeting may move or propose a resolution.

6.15 A resolution in writing, signed by all the directors and placed with the minutes

of the directors is as valid and e?ective as if regularly passed at a meeting of directors.

6.16 In observance of clause 3 of the society's Constitution, no director shall accept
any remuneration for services rendered to the society as a director. Without affecting the
Society Act, no director or employee of the society shall have any direct or indirect ?nancial
interest in any purchase order or contract entered into or issued on behalf of the society
unless such director or employee absents himself or herself ?'om all meetings where the
order or contract is approved or discussed while the latter is being discussed or any vote is
taken in any matter affecting such an interest in an order or contract. The provisions of this
bylaw shall not apply to the reimbursement of a director, including a per diem allowance,
in respect of expenses incurred with the board's approval in carrying out the business of the
somety.

6.17 The directors may, by resolution, adopt rules of order but if no such rules of
order are adopted, the proceedings of the directors shall be governed by Robert's Rules of
Order or, if the procedure adOpted by resolution does not cover any point of order, such

January 16, 1997 32.133 11-6396/52



11

point of order shall be determined according to Robert?s Rules of Order.
Part 7 - Duties of Of?cers

7.1 The society shall have three (3) of?cers, who shall be the president, vice
president and secretary~treasuren ..

7.2 The City shall appoint a president, a vice president and secretary-treasurer,
each of whom shall hold of?ce for one year and shall retire from of?ce at each annual
general meeting, when their successors shall be appointed.

7.3 The president, the vice president and the secretary-treasurer shall also be
directors and shall be appointed ?om among the then-existing directors.

7.4 The president shall preside at all meetings of the society and of the directors.

7.5 The president is the chief executive of?cer of the society and shall supervise
the other officers in the execution of their duties.

7.6 The vice president shall carry out the duties of the president during the
absence of the president.

7.7 The secretary?treasurer shall
conduct the correspondence of the society;
issue notices of meetings of the society and directors;
keep minutes of all meetings of the Society and directors;

have custody of all records and documents of the society except those
required to be kept by the treasurer;

have custody of the common seal of the society;
maintain the register of members;

keep the ?nancial records, including books of account, necessary to
comply with the Society Act; and

render ?nancial statements to the directors, members and others when

required.

January 16, 199'? 32-183 

12

7.8 In the absence of the secretary-treasurer from a meeting, the directors shall
appoint another person to act as secretary=treasurer at the meeting.

7.9 The members may by special resolution remove a director as the president or
the vice president before the expiration of his or her term of office, and may elect a
successor to complete the term of office.

7.10 The president, the vice president and the secretary-treasurer shall be
reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged
in the affairs of the society. The members may by special resolution provide for a pro-rata
per diem allowance to be paid for an of?cer for each 8 hour day the of?cer is engaged in

society business.
Part 8 - Seal

8.1 The directors may provide a common seal for the society and may destroy a
seal and substitute a new seal in its place.

8.2 The common seal shall be af?xed only when authorized by a resolution of the
directors and then only in the presence of the persons prescribed in the resolution, or if no
persons are prescribed, in the presence of the president and secretary?treasurer or president
and vice president.

8.3 All instruments, agreements, contracts or other documents which are not
executed by af?xing the common seal of the society may be executed by

such persons as may be prescribed from time to time by resolution of
the directors;

the president and the secretary-treasurer;
the vice president and the secretary-treasurer; or
the president and the vice president.
Part 9 - Borrowing
9.1 In order to carry out the purposes of the society the directors may, on behalf

of and in the name of the society, borrow or raise and secure the payment or repayment of,
money in the manner they decide, and, in particular but without limiting the foregoing, by

the issue of debentures.

Ianuary 16, 199?? 32-183 



zf-??w ?as .

13

9.2 No debenture shall be issued without the sanction of a special resolution.

9.3 The members may by special resolution restrict the borrowing powers of the
directors, but a restriction imposed expires at the next annual general meeting.

Part 10 - Auditor

10.1 The society shall engage an auditor quali?ed to an under both the Society Act
and the Municipal Act who shall be a person who is a member or partnership whose
partners are members in good standing of the Canadian Institute of Chartered Accountants
or the Certi?ed General Accountants' Association of British Columbia, or a person certi?ed
by the Auditor Certi?cation Board established under of the Company Act (British

Columbia).

10.2 The ?rst auditor shall be appointed by the directors who shall also ?ll all
vacancies occurring in the of?ce of auditor.

10.3 An auditor may be removed and a new auditor appointed by special
resolution.

10.4 An auditor shall be informed in writing of appointment or removal.
10.5 No director and no employee of the society shall be auditor.
10.6 The auditor may attend general meetings.
10.7 The ?scal year end of the society shall be in each year.
Part 11 - Notices to Members

11.1 A notice may be given to a member or director, either personally or by pre-
paid rnail her registered address.

11.2 A notice sent by mail shall be deemed to have been given on the third day
following that on which the notice is posted, and in proving that notice has been given it is
sufficient to prove the notice was properly addressed and put in a Canadian post of?ce

receptacle.
11.3 Notice of a general meeting shall be given to

every member shown on the register of members on the day notice is
given; and

January 16. 199?? 32-183 1143.96/52

 the auditor.

11.4 No other person is entitled to receive a notice of general meeting.

Part 12 .. Bylaws

12.1 On being admitted to membership, each member is entitled to and the society
shall provide, without charge, a copy of the constitution and bylaws of the society.

12.2 These bylaws shall not be altered or added to except by special resolution.

Dated Em?; til 1991.

Witness(es)
WW, 
ignature]

5hlvi~ev Eamon;
[Full Name] 

35% SeHemS-r. W. (Enema 8 c. an 855?
[Resident Address] 

[Signature]
?lhdh?i Sho?lseu 'Zt-Lluaa
[Full Name] 

[Resident Address] 

January 16, 1997

. Applicants fo

orporation

 

Da rnest Loulcidelis

1204?1188 Quebec St. Vancouver. BC. V6A 4B3
[Resident Address]

.--.


. ..
.
[Signature]
Kristine Claire Thimsen

#108-2950 Heather St.. Vancouver, B.C., VSZ 3J8
[Resident Address]

11-63mm

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Witness(es) Applicants for Incorporation
[Signature] [Signature]

5C1 ndrot ?hn?leq 29km 5 Marie Louise Potvin

[Full Name]
3335 59% Pi Coqorha 5ch us 5504 1.117 w. 10th Mo. Vancouver. B.C.. st 19.?
[Resident Address] [Resident Address]

?1 Will/1,45] g] cf/W_ 

[Signature] [Signature]

Mai/Id 151415; g?f? V3 Sandra Shirley Zelyas

[Full Name]

1012. Val/223mg; 5. 3335 Sefton SL. Pt. Coouitlam. V3B 509
[Resident Address] [/57 1' 51? [Resident Address]

om WM 1/ Kama gj/A/
Sign atnre] [Signature]
1 Allison Baker
[Full Name]

 

W, #48 - 1053 Nelson St. Vancouver. V6E 1H9
[Resxdent Ad ess [Resident Address]

- AT LEAST 5 APPLICANTS MUST SIGNJ

January 16, 1997 32-183 11-6196/52

  

LIST or ornacroas or

Full Nmnes Resident Addresses
1. James Lawrence Hope 110 - 4th Avenue West, Prince Rupert, B.C., V8.7
1P3

2. Maureen Venette Macarenko 336 Alberta Place, Prince Rupert, B.C., V81 3X8

3. Donald Walter Scott 1871 Sloan Avenue, Prince Rupert, B.C., V8J 4B4

4. Allan Taylor Sheppard 481 Evergreen Drive, Port Edward, B.C., VOV
1G0 

5. Michael John Tarr 1121 Summit Avenue, Prince Rupert, B.C., 
2A2

- Dated the day of OW 1997


PRINC RUPE A1 RT IETY

by 

(Signature)

Member Fnl'ir?ii'nr? ha.
Relationship to Society

Note One director must be ordinarily resident in British Columbia.




32-133 11-103mm



FOW 5

(Sections 3 md 10)

NOTICE OF ADDRESS OF SOCIETY

The address of the Society is 424 West 3rd Avenue, Prince Rupert, BC, V81 1L7 until the
day after the next Notice of the Society is ?led by the Society.

Dated the day oanmtaw .1997
I 

PRIN RUPERT ORT IETY

by WW

Marie L. Potvin

Member Solicitor
Relationship to Society

To the Registrar of Companies,
Victoria, BC.

32-183 11404.96/5:

Wk?

4297qu

 

245:
{i

SILVERSIDES, SEIDEMANN KUCHER
BARRISTERS SOLICITORS

BOX 188

A. SILVEHSIDES, (LC. TIMOTHY S. 
330 SECOND AVENUE WEST

JVEN M. MERRICK BRENDA Y. MULINEFI
. . .. PRINCE RUPERT, ac.

Providing Legal services through a law corporation

OUR FILE:
YOUR 

VBJ 3P7

TELEPHONE {250} 524-2115
TOLL FREE 1~300-553-3202
FAX [250) 527-7785
E-MAIL: silverco@ciwtei.net

 

4669?5

 

October 15, 2002

DELIVERED BY HAND

    
 

Mr. Tom Irela Corporate Administrator
City of Prifre Rupert

424 Third.Arenue West

Prince Rupert, B.C.

VBJ in??

Deer Tom:

Re: Prince Rupert Airport Society 
Appointment of authorized representative
by council
Increasing the number of directors
Appointment of two additional directors

As discussed, in connection with my review of the
file and corporate records of PEAS, I noted we received a
list of appointments from Ms. Bill, the administration
Clerk, which shows that the City appointed Mr. Michael
Pavich and Mr. Bruce Forward as directors of PRAS on March
ll, 2002. These appointments increase the number of

directors to eight. 
The bylaws of PRAS fix the number of directors as
five unless a greater number is set at a general meeting of
members. The members increased the number of directors to
seven on March 10, 2000, and the board of PEAS therefore
consisted of seven directors on March 11, 2002. In lieu of
a general meeting of members, a resolution increasing the
number of directors may be consented to in writing by all
voting members. On March 11, 2002, they consisted of Mr.
Smith, as the chief administrative officer, and councillor
Kennedy, the authorized.representative of council for PRAS.

cm mi

:\word\corp1\4669\ltr18\dc

I have prepared and sent the required consent
resolutions to Mr. Smith for signature. A copy of my letter
to him is enclosed.

I confirm that Councillor Kennedy was reappointed
as the representative of council to PRAS on January 10, 2001
and January 10, 2002. I have therefore also prepared and
enclose notices of his reappointment as representative to be
signed by you as the corporate administrator.

I also confirm the bylaws of PEAS provide that the
City appoints the officers (president, vice?president and
secretary?treasurer) from among the directors. The
directors do not choose or elect the officers of PEAS.
Maureen Macarenko, the president of PRAS, has informed me
she understands Odd Eidsvik was to be appointed secretary?
treasurer of PRAS to fill the vacancy created by the death

of Alan Sheppard.

In order to ensure the society?s records are
consistent with what all parties understand has occurred, I
have also prepared and enclose forms of appointment of
directors and officers to be signed by Councillor Kennedy,
as the City?s representative to PRAS.

Enclosed with this letter are the following which
should be dealt with as set out below:

1. Original and one copy of notice of appointment of
councillor Kennedy as the authorized
representative of Council for PEAS for 2001:

please sign the original and return it to us;
the copy should be kept for your records.

2. Original and one copy of notice of appointment of
councillor Kennedy as the authorized
representative of Council for PRAS for 2002:

please sign the original and return it to us;
the copy should be kept for your records.

3. Copy of my letter to Mr. Smith enclosing consent
resolutions of the members required to increase
the number of directors to eight and to comply
with the annual meeting and report requirements
for 2002.

4. Original and one copy of notice of appointment of
directors in 2001:
please have councillor Kennedy sign the original
and return it to us;
the copy should be kept for your records.

f:\word\corp1\4669\itr18\dc

stm'N'Vm

5. Original and one copy of notice of appointment of

directors in 2002:
please have councillor Kennedy sign the original

{Em and return it to us;
the copy should be kept for your records.
6. Original and one copy of notice of appointment of
officers:

please have councillor Kennedy sign the original
and return it to us;
the copy should be kept for your records.
7. Business reply envelope (no postage required).

Very truly yours,

Donald A. Silversides, Q.C.


Enclosures
cc: Ms. Donna Fraser, Airport Manager

 



.?memu .3



SILVERSIDES, SEIDEMANN KUCHER
BARRISTERS soucrrons

DONALD A. SILVEHSIDES. o.c. HERMAN J. SEIDEMANN, 9.0. BOX we
TIMOTHY s. KUCHER STEVEN M. MERRICK 330 SECOND AVENUE wEs-r
PRINCE RUPERT, 21c.
V8J3P7
TELEPHONE [2501324~2118
OUR FILE: 4 6 6 9 TOLL FREE 1-800-863-3202
FAX {250} 327-7788
YOUR FILE: E-MAIL: silverco@citytal.net

February 3, 1999

   

DELIVERED BY HAND

    

We," ?9 \z 5" f. 1?
?En-p? I 1'
Max in} 5:

Re: Prince Rupert Airport Society (the "Society"!

The Society was incorporated by the law firm
Lidstone, Young, Anderson acting'tml instructions received

from. the City of Prince Rupert (the "City"). We were
subsequently retained by the Society to act as their
solicitors.

I confirm you have been designated to be the City
official responsible for this Society and other societies
and organizations in respect of which the City makes
appointments.

As discussed I am writing to provide you with
information about the Society in a modified form of our
standard post- incorporation report we provide for societies
we incorporate.

1. Incorporation

The Society was incorporated pursuant to the
Society Act of British Columbia (the "Act") on January 17
1997 with the name Prince Rupert Airport Society The
registrar of companies has assigned the Society
incorporation number 5-36338.

The effect of the incorporation of the Society is
that from January 17 1997 the members of the Society are
members of a corporation:

having perpetual succession;

 with the right to a seal; and,

with the powers and capacity of a natural person
of full capacity as may be required to pursue its
purposes.

2 Purposes

The purposes of the Society are those set out in
section 2(a) to 2(0) of its constitution which include
developing, maintaining and operating the Prince Rupert
Airport. and. facilities for' passengers, flight. instruction
and aircraft accommodation, rigging, maintenance and
overhaul and similar purposes.

3. Bylaws

The bylaws of the Society were specially drafted
by the law firm of Lidstone, Young, Anderson. Copies of the
constitution and bylaws are enclosed with this letter. We
recommend you carefully review the bylaws since they
describe the structure of the Society and. the. procedure
required to carry on business at meetings of directors and

members.

4. Changes to constitution or bylaws

The purposes for which the Society was
incorporated or its bylaws may be changed by a special
resolution approved by the members of the Society.

A special resolution is a resolution which is
either:

Passed at a general meeting by a majority of not
less than 75% of those members of the Society who

vote on the resolutions; or,

A. resolution consented to in 'writing by every
member of the Society who would have been entitled
to vote on it in person at a general meeting of

the Society.

Since this Society has only two voting members, it
is most likely any special resolution would be consented to
in writing by the members as provided in This was the
case with the special resolutions passed on December 23,
1997, which established the Society?s expense and allowance
policy.

Sat-m

In the event a special resolution is to be passed
at a meeting of members, the members must be given at least
14 days? notice of any special resolution and of the time,
date and place of the meeting at which the resolution will

be considered.

A special resolution does not take effect until it
has Ibeen. approved. by ?the :registrar' of compan1es. and. the
registrar has accepted it for filing.

5. Directors and officers

The Act requires every society to have at least
three directors.

Its bylaws require this Society to have five
directors. The members, at a general meeting of the
Society, may increase the minimum number of directors.
These provisions are found in bylaw 5.3.

Bylaw 7.1 requires the Society to also have three
officers who must consist of the following who must be
appointed from among the then-existing directors (bylaws 7.2
and 7.3):

A president;
A vice-president;
A secretary?treasurer.

Pursuant to the notice of directors Lidstone,
Young, Anderson filed concurrently with the incorporation of
the Society, the first directors and officers of the Society
are the following persons.

Donald Walter Scott Director and President

Michael John Tarr Director and Vice-President
Maureen Venette Director Secretary-Treasurer
Macarenko

James Lawrence Hope Director

Allen Taylor Sheppard Director

The provisions relating" to ?the appointment and
term of directors are contained in part 5 of the bylaws.
The provisions relating to the appointment and term of
officers are contained in part 7 of the bylaws.

The directors are appointed by the City pursuant
to bylaw 5.3 and must be individuals who are not elected or
appointed officials or employees of the City. After
appointment, a director?s term is two years (bylaw 5.5) and,
unless they earlier resign or are removed from office, are
deemed to resign as a director at the annual general meeting
in the second year of his or her term. In our opinion, the
provision of bylaw 5.5 relating to deemed retirement
supersedes the stipulation that a director?s term is for two

years and a director?s term may actually be for a period
which is either shorter or longer than two years, depending
on the date on which the second annual general meeting is
held during that term.

After the expiration of their term, a director may
be reappointed. There is no limit on the number of times a
director may be reappointed.

The City may select persons for appointment or
reappointment as directors prior to the holding of an annual
general meeting and may actually make the appointment or
reappointment of a director at any time before an annual
general meeting is held, provided that such appointment or
reappointment does not take effect until the annual general
meeting.

Since directors are appointed and not elected,
every director should consent in writing to their
appointment before the appointment is made. Enclosed with
this letter is a form. of consent. you :may ?use wfor;ithat
purpose. 33

The appointment by the City of a director should
be in writing and that appointment should be delivered to
the address of the Society and filed in its record book.
The appointment of a director (or officer) may be in the
same form as the appointment of the City?s representative (a
copy of the appointment of Councillor Kennedy for 1997/98 is
enclosed).

The three officers are also appointed by the City
and must be selected from among the thenwexisting directors
pursuant to bylaw 7.3. After appointment, an officer's term
is one year (bylaw 7.2) and, unless they earlier resign or
are removed from office, are deemed to resign as an officer
at each annual general meeting. In our opinion, the
provision of bylaw 7.2 relating to deemed retirement
supersedes the stipulation that an officer's term is for one
year and an officer's term may actually be for a period
which is either shorter or longer than one year, depending
on the date on which the annual general meeting is held.

The requirements for holding annual general
meetings are set out in part 9 of this letter.

If a person ceases to be a director or is
appointed as a director effective at any time other than at
an annual general meeting, a notice of change of directors
in Form 4 pursuant to the Act must be filed with the
registrar of companies without delay. If any such changes
occur, we should be immediately notified so the appropriate
notice may be prepared and filed.


. 



6. Duties of directors
Every director of the Society must:

Act honestly and in good faith and in the best
interests of the Society; and,

Exercise the care, diligence and skill of a
reasonably prudent person,

in exercising their powers and performing their functions as
a director.

In addition to these general duties, every
director who has a direct or indirect financial interest in
a. proposed contract or transaction with the Society must
disclose fully and the nature and extent of their
interest to every other director of the Society.

As well, any director who has such an interest in
a proposed contract or transaction. must pay all profit
earned from the transaction to the Society unless one of the

following two procedures has been followed: - 


First alternative: Rg?i?xg 

 

The director has disclosed their interest as
described above; and,

(ii) After the disclosure, the proposed contract or
transaction is approved by the directors; and,

The director who has the interest in the proposed
contract or transaction abstains from voting on
its approval.

Second alternative:

The contract or transaction is reasonable and fair
to the Society at the time it is entered into;
and,

(ii) After full disclosure to the members of the nature
and extent of the director?s interest in the
contract or transaction, it is approved by a
special resolution passed by the members.

A director who has financial interest in a
proposed transaction or contract with the Society may not be
counted as part of the quorum for any meeting of the
directors at which the contract or transaction is approved.

7. members

The applicants for incorporation of the Society
were the first members of the Society. Those members (all
of whom were lawyers or employees of the law firm of
Lidstone, Young, Anderson) resigned as members of the
Society on January 22, 1997.

After incorporation and resignation of the
applicants for incorporation, the members of the Society

became:
*ff:e

The person employed, from time to time, by?
council as the administrator of the City; and,

 

The City;

The person elected or acclaimed, from time to
time, in accordance with the Municipal Act, to the
position of mayor of the City.

Bylaw 2.3 provides that, except for the applicants
for incorporation, the Society shall not, at any time, have
more than three members.

The mayor is a non~voting member. The
administrator and the City are voting members and each is
entitled to cast one vote.

The City, because it is 51 corporate member, may
only vote by an authorized representative. Bylaw 4.11
requires the City to appoint an individual to be its
authorized representative. That individual may speak, vote
and in all other resects exercise the rights of the City as
a member and is considered to be a member for all purposes
with respect to any meeting of the members of the Society.

I confirm I have already provided you with the
advice as to the City?s options for appointing a
representative and the form of appointment to be used. As
with the appointment of directors, the appointment of
representatives shouLd be in writing and delivered to the
address of the Society and filed :hi the Society?s record
book.

The administrator, as an individual member, may
appoint another individual by proxy to attend and vote at
any meeting of members of the Society.

8. Auditors and financial statements_
Part 10 of the bylaws requires the Society to have

an auditor who is qualified to act under both the Society
Act and the Municipal Act.

The Society must prepare annual financial
statements covering the period commencing at the end of the
previous fiscal year except in the case of the first
statements which cover the period commencing on the date of
incorporation. Every financial statement must be signed by
two directors and must be presented to the members at an
annual general meeting to be held not later than six months
after the date up to which the statements have been

prepared. Unlike private corporations, the financial
statements must also be filed with the office of the
registrar of companies. m"

if 



 

9. Meetings 

v.

The directors may meet as often as they wish.

Bylaw 6.3 fixes the quorum necessary for
directors? meetings as four directors.

The Society must hold an annual general meeting of
its members at a location in British Columbia.

The first annual general meeting of a society
should be held not more than 15 months after the date of
incorporation which, in the case of this Society, would have
been. on. or Ibefore .April 17, 1998. Thereafter, an annual
general meeting of members should be held each calendar year
and not more than 15 months after the previous annual

general meeting.

The date, time and place of annual general
meetings and of every other meeting of members is set by the
directors.

When scheduling the date of annual general
meetings, the directors must take into account the
requirement that the meeting must be held not later than six
months after the date covered by the financial statements as
described in part 8 of this letter. The fiscal year end of
this Society is March 31. This means that annual general
meetings should not be scheduled until sufficient time has
elapsed after March 31 to allow the Society?s auditor to
prepare that year?s financial statements provided that the
date must not be more than six months after March 31 (the
latest date for holding an annual general meeting is
therefore September 30).

The officers and directors of the Society are
entitled to attend every annual general meeting. The annual
general meeting is chaired by the president or, in the
absence of the ;president, the vice?president or, in the
absence of both the president and the vice-president, a
director. If the president, vice?president and the

directors are all absent or none of them are prepared to
chair the meeting, then the members must select a chair from
among the members present.

The following business is either mandatory or
optional at each annual general meeting:

The adoption of rules of order (optional).

The consideration of financial statements covering
a period not later than six months before the date

of the meeting (mandatory).

A report from the directors (mandatory). _;J,gw


r, -

If an auditor has been appointed, the report of
the auditor (mandatory).

The election of officers plus sufficient
additional directors to fill all vacancies on the
board of directors (mandatory).

If desired, the appointment of the auditor
(optional).

Such other business which may be brought under
consideration if a written report of the directors
issued with the notice convening the meeting
described that business (optional).

Any other business conducted at an annual general
meeting is special business and prior written notice of that
special business must be given to the members.

10. Annual report

The Society is required to file an annual report
with the registrar of companies after each annual general
meeting of members has been held.

The information required to gmepare and file an
annual report is:

The date on and place at which the annual general
meeting was held.

A copy of the financial statements placed before
the members at the annual general meeting signed
by two directors.

(C) The full name and. residential address of every
person who was appointed, reappointed or continued
their term as an officer or a director at and
after the annual general meeting and what office
each such person holds.

?is.


 :h


11. Address of Society

Every society is required to have an address in
British Columbia to which all communications and notices may
be sent and at which all legal documents may be served. As
a result of the filings Lidstone, Young, Anderson made, the
Society's legal address is currently the address of City
Hall at 424 West Third Avenue, Prince Rupert, VBJ 1L7.

The Act requires the directors to ensure all
documents of the Society, including its financial records,
are kept at the address of the Society, unless:

The directors pass a resolution permitting some of
the documents, which. may include its financial
records, to be kept at places in British Columbia
other than the Society?s address; and,

The resolution describes the documents to which it
applies and the place or places at which they are
to be kept; and,

A copy of the resolution is filed with the
registrar of companies.

The directors may, at any time, change the legal
address of the Society.

We have recently received instructions from the
Society that it wishes to change its legal address from the
address of City Hall to the address of our law firm and to
change the address at which financial and business records
are maintained from City Hall to the airport's address. We
are providing the board of directors with the resolutions
require to accomplish these changes and, following passage
of the necessary resolution, we will make the required
filings with the registrar of companies.

12. Name and limitation of liability

To obtain protection against personal liability,
all persons transacting business on behalf of the Society
should make it clear that they are acting on behalf of the
Society and not on their own personal behalf.

 

 10 
All documents should be signed for the Society
thus:

Prince Rupert airport Society:

Per:

 

(signature of person signing)
following which or underneath should be typed
or printed his or her position, for example,
"director" or "president".

If the Society does not have letterhead, letters
should also be signed in the manner described above.

The Act provides that where a society has less
than three members for more than six months, each director
is personally liable for payment of every debt of the
Society incurred after the expiration of the six months and
for so long as the number of members continues to be less
than three.

A director may resign as a director by delivering
a written resignation to the address of the Society and the
resignation will take effect on the later of the day
stipulated in the resignation or the day on which the
resignation is received at the address of the Society.

13. Record Book and Corporate Records

A record book for the Society was set up by
Lidstone, Young, Anderson and subsequently delivered to us
by the Society. We currently have custody of and maintain
that book and the records and registers filed therein which
includes:

Certificate of incorporation;

Certified copy of constitution and bylaws;

Register of directors;

Register of members;

Copy" of Form a; list. of first. directors of? the
Society;

Copy of Form 5 notice of address of Society;

Resignations as members by the applicants for
incorporation;

Financial statements for 1998;

Special resolutions passed on December 23, 1997;

Minutes of directors? meeting.

After each meeting of the directors and each
annual general meeting, a copy of the minutes of that
meeting should be delivered to our office to be filed in the
record book of the Society.

 

Ewe

?We

Each set of minutes should be signed by the person

who chaired the meeting or the next succeeding meeting.

14.

currently
Society.



(10)

documents
positions

15.




(C)






Seal

The Society has obtained a corporate seal which is
kept by us at our office for safekeeping for the
The bylaws authorize the seal to be used only:

When authorized by a resolution of the directors
and then only in the presence of the persons
prescribed in the resolution; or,

If no person is prescribed by resolution of the
directors, then in the presence of the president
plus the or in the presence of
the president plus the viceupresident.

Persons using the seal should also sign all
on 'which. the seal is impressed, showing' their
with the Society.

Enclosures
We enclose copies of the following:

the certificate of incorporation of the Society;
the constitution and bylaws of the Society filed
with the registrar;

notice of appointment of Councillor Kennedy as the
representative of the City dated December 23,

1997;
form of consent to be a director;

Form 10 special resolution filed. with the
registrar of companies on February 5, 1998;

Very truly yours,

KR . \x?f
a Eix:} i:

Donald ?Silvers1des, Q.C.




5
i





.I?r

f:\word\corp1\4669\60

Enclosures
cc: Donal

W. Scott, C.A., President,

Prince Rupert Airport Society
cc: Donna Fraser, Airport Manager