Helicopter Association of Canada. 21 th ANNUAL GENERAL MEETING Saturday, November 12, 2016 Shaw Convention Centre, Edmonton, Alberta

Transcription

1 Helicopter Association of Canada 21 th ANNUAL GENERAL MEETING Saturday, November 12, 2016 Shaw Convention Centre, Edmonton, Alberta ATTENDING Monica Ahlstrom, Ahlstrom Air Corey Block, Ahlstrom Air Ray Ahlstrom, Ahlstrom Air Cam Turnbull, Ahlstrom Air Amanda Sarginsen, Edmond Harnden Quentin Sila, AB Agriculture & Forestry Patrick McIluane, AB Agriculture & Forestry Shawn Lagasee, AB Agriculture & Forestry Brian Rosche, Remote Helicopters Jeff Luken Remote Helicopters Chantale Gagnon, Skyline Helicopters Bill Clark, Clark & Company Paul Spring, Phoenix Heli-Flight Cameron Spring, Phoenix Heli-Flight Terry Lotosiu, LR Helicopters Kyle Wadden, Ahlstrom Air Maureen Crockett, BMG Insurance Brokers Shawn Cruickshank, Canadian Helicopters Terrence Eissfeldt, West Coast Helicopters James Pastel, Synergy Aviation Mah Wecker, Synergy Aviation Marc Schoenrank, Great Slave Helicopters George Zilahi, Emergco Aerospace Mark McGowan, Skyline Helicopters Robert Gallagher, Coldstream Helicopters Denis Gagnon, Transport Canada Colin ONeil, Emergco Aerospace Lyle Watts, Heli-College Canada Linda Johnson, Blackswan Helicopters Matt Willemsen, Blackswan Helicopters Matt Nichols, HELICOPTERS Magazine Jurg Buschuug, Panalpina Garry Forman, Yellowhead Helicopters John McKenna, ATAC James Reid Sean Smyth, 49 North Helicopters Matthew MacWilliam, Rotor Maxx Support Teri Northcott, Skyline Helicopters 1

2 Helicopter Association of Canada 21 st ANNUAL GENERAL MEETING Saturday, November 12, 2016 Shaw Convention Centre, Edmonton, Alberta BOARD OF DIRECTORS PRESENT: Sylvain Seguin Canadian Helicopters Limited Chair Jen Norie VIH Helicopters Ltd. Secretary Brian Clegg Skyline Helicopters Ltd. Director Maury Wood Avialta Helicopter Maintenance Ltd. Director Brad Fandrich Valley Helicopters Ltd. Vice Chair Jacob Forman Yellowhead Helicopters Treasurer Steven Williams Edmond Harnden LLP Director Fred Jones HAC President & CEO NOT PRESENT: Shayne Cyr, Universal Helicopters Newfoundland and Labrador LP Director 1. CALL TO ORDER & QUORUM, Sylvain Seguin, Chair 11:10 am a. Sylvain calls upon Corporate Secretary, Jen Norie to confirm that the appropriate notice of the meeting was delivered and that the 21 st Annual General Meeting has quorum. b. Jen Norie, Secretary - verifies that notice of the Annual General Meeting was delivered to members electronically within the prescribed period and accompanied by all the necessary documentation and confirms there is a quorum of members present. c. Sylvain welcomed members, members of the Board and President & CEO, Fred Jones 2

3 INTRODUCTION Sylvain introduced: Brad Fandrich, General Manager, Valley Helicopters Ltd. representing an Operator member west of the Manitoba Ontario border and HAC Vice Chair; Jen Norie, General Manager, VIH Helicopters, representing an Operator member west of the Manitoba Ontario border, and HAC Corporate Secretary; Jacob Forman, CEO, Yellowhead Helicopters, representing an Operator member west of the Manitoba Ontario border. HAC Corporate Treasurer; Brian Clegg, General Manager, Skyline Helicopters, representing an Opertor member west of the Manitoba Ontario border; Steven Williams, Partner with the law firm of Emond Harnden LLP, representing an Associate Director Maury Wood, Customer Support Manager, Avialta Helicopter Maintenance Ltd.; Fred Jones, HAC s President & CEO Not Present: Shayne Cyr, CEO, Universal Helicopters Newfoundland and Labrador, representing an Operator member east of the Manitoba Ontario border. Advises the meeting that HAC has been operating one Director short of a full compliment with the resignation of Jonathan Burke, Blackcomb Aviation earlier this year. And himself, Sylvain Seguin, Vice-President & Chief Operating Officer, Canadian Helicopters Limited, representing an Operator Member east of the Manitoba Ontario border, and our HAC Vice- Chair; 2. ADOPTION OF THE MINUTES OF THE 20th ANNUAL GENERAL MEETING Motion: Waive the reading of the Minutes of the 20 th Annual General Meeting held in Vancouver on November 14-15, Motioned: Second: Bill Clark, Clark and Company Terry Eissfeldt, West Coast Helicopters Motion: The Minutes of our 20 th Annual General Meeting held in Vancouver 2015 will be adopted as presented. Motioned: Second: Amanda Sarginson, Emond Harnden LLP Robert Gallagher, Coldstream Helicopters 3

4 3. PRESIDENT S REPORT Ladies and Gentlemen, it has been my great honour and pleasure to serve as HAC s President & CEO for the last eight years. Last year was another particularly challenging year, in a long string of challenging years for our industry, since I want to say first how much we appreciate the loyalty of HAC s Operators, Associates, Individuals, and Sponsors particularly in these difficult times. As you may know, roughly 80% of the commercial helicopters in Canada today are operated by HAC members. We currently have 109 Operator-members, 148 Associates, and 12 Corporate Sponsors. Our Membership and Associate Revenue continues to be strong, and I am pleased to report that for the fifth consecutive year we have not had to resort to any Operator or Associate fee increases. To do that, we rely heavily on the success of our growing trade show, and on the support of our Corporate Sponsors, as well as new non-dues sources of revenue. We would like to extend our special thanks to our Corporate Sponsors, Associates, and exhibitors. I am pleased to report that your association is strong, both financially, and in terms of its advocacy efforts. I wrote in a recent HAC Newsletter We are an industry under siege, between looming changes to the Flight & Duty Time regulations; a depressed Resource sector; growing competition from commercial UAV operators and the business aviation community; a chronic shortage of experienced pilots and engineers; the proliferation of rogue operators of recreational UAVs; new, more limited access to H1 heliports for both SE and ME helicopters; declining levels of service from the regulator; and a recent announcement by the Minister of Transport that he intends to raise the foreign ownership limits from 25% to 49%, these have certainly been challenging times. Other significant developments this year, include: Aerodromes used primarily for landings and take-offs by helicopters were excluded from the new Aerodrome Consultation Regulations A Risk Assessment was conducted to examine the feasibility of de-regulating CAR 702 operations This year marks our 21 st Annual Convention; our largest Trade Show, ever; and the second year having Static Display aircraft We have a new government, who has indicated that they are prepared to take a fresh look at some old issues, confronting the industry We have a new online Committees Site, to facilitate the dialogue that takes place between our members on issues of common interest Our bi-weekly Newsletter is becoming a more useful way of communicating with our members in both official languages, and at the same time has become a steady source of non-dues revenue for HAC I have continued to serve as a Director on the International Helicopter Safety Team (IHST), and to promote our goal of achieving a zero accident rate We are capitalizing on the release of our Study entitled Economic Footprint for the Canadian Commercial Helicopter Industry though its use in our advocacy efforts on a number of issues, including Flight & Duty Time This Fall marks the first full year in our Ottawa-based office-condo, and we are realizing some significant savings as a result of the move 4

5 As you may know, HAC only has two full-time employees myself and Barb Priestley. I would like to recognize Barb for her tireless work, but particularly as her efforts relate to the annual convention when her life becomes especially hectic. HAC also has a stable of very reliable and hard working contractors that assist us with everything from Book Keeping to Convention Planning, Communications, Static Display Operations Coordination, Strategic Financial Planning, and administration. In no particular order, they are Grace Vale, Darlene Kelly-Stewart, Laura McAtamney, Patricia Hendrick, Richard MacNeill and Ken Glaze. I d like to thank them for their efforts. I would like to recognize Michael Craig from Transport Canada s Prairie & Northern Region for his help with respect to our Temporary Landing Permit. I would like to extend a special thank-you to Denis Guindon and Aaron McCrorie, Transport Canada s Director Generals, and Rob Sincennes, Transport Canada s Director Standards, for attending this year s convention. I wanted to thank those companies and their employees particularly those that served on committees that contributed their time and resources to our achievements since this time last year. Without your passion and commitment to the industry these would not have been possible. Finally, I would like to thank the HAC Board for their unwavering support and for their counsel and commitment in the last year, and to HAC s Operator-Members and Associates for your loyalty and patience as we continue to make changes to serve you better. 4. TREASURER S REPORT 2015/16 Jacob Forman I am pleased to report that our Auditor, Frouin Group, has provided us with a clean audit opinion on our Financial Statements. HAC ended the year with a surplus of $45K, and $9K unfavorable to budget. I will not go into detail regarding each line item on the Financial Statements, as the Members have each received a copy. There are however a few items of note: Ø Revenues were up 25% compared to the previous year, due primarily to the much bigger Vancouver convention when compared to the previous year s Montreal event. Vancouver convention revenues were $248K (+70%) more than Montreal convention revenues the previous year. Membership revenue increased by $5K (+2%) while other revenue decreased by $50K (-35%). This decrease in other revenue was due to primarily to a drop in advertising revenue due to a change in advertising strategy, marginally lower corporate sponsorship revenues, and lower returns on investments. Ø Expenses were up 16% compared to the previous year, attributable to Vancouver convention expenses being 60% higher than those in Montreal the previous year Ø The fall 2015 Vancouver convention generated a net income contribution of $289K to HAC, compared to the $161K contributed by the smaller fall 2014 Montreal convention. 5

6 Internally Restricted Funds HAC maintains four internally restricted Funds, which have been established to prevent HAC from resorting to short and medium-term fee increases that could destabilize the Association, as HAC must have sufficient reserves to cope with normal variations in revenues and expenditures, extraordinary problems, administrative and development needs and long-term commitments. As of August , a description of each of these funds follows: Ø Contingency Fund - $129,142 (down from $155,940 in the previous fiscal year). HAC s goal is to have enough reserves in the Contingency Fund to fund a full year of expenditures in order to provide for unforeseen eventualities and for extraordinary expenses. $26,798 was transferred from the Contingency Fund to Unrestricted Net Assets. Ø Capital Acquisitions Fund - $68,685 (down from $501,000 in the previous fiscal year). The Capital Acquisitions Fund is to be used to purchase office equipment and other capital items. $423,315 was used to purchase our new office building. Ø Legal Defense Fund - $100,000 (unchanged from $100,000 in the previous fiscal year). The Legal Defense Fund was established for the purpose of funding or sharing the cost of legal action where the outcome of the action may affect the interests of the Canadian helicopter community. Ø Special Projects Fund - $9,000 (unchanged from $9,000 in the previous fiscal year). This Fund was established in 2008 to be used for special projects and initiatives. HAC s accomplishments and stability are due to the tremendous support of our Members and Associates, Corporate Sponsors, Exhibitors, and Convention Sponsors. I wanted to thank all of you for your support, but I would like to pay special tribute to each and every one of our Corporate and Convention Sponsors by name. Corporate Sponsors: Airbus Helicopters Canada Bell Helicopters BMG Insurance Brokers & Boston Marks Insurance Brokers Leonardo Helicopters NAV CANADA Pratt & Whitney Canada Rolls-Royce Safran Turbomeca Canada StandardAero Vector Aerospace Willis Towers Watson I would also like to extend a special thank-you to our Fall 2016 Convention Sponsors. We would also like to pay tribute to a number of our Corporate Sponsors who are also Convention Sponsors: Fall 2016 Convention Sponsors AIRBUS Helicopters Canada Bell Helicopter Textron Barry Cordage 6

7 Casanna Multimedia City of Edmonton Eaglecopters Emond Harnden LLP HELICOPTERS Magazine HeliJet International Pratt & Whitney Canada Rolls-Royce Safran Turbomeca Canada Sikorsky Vertical Magazine VertiFlight International Consulting Vector Aerospace Willis Towers Watson Please join me in thanking them all for their financial contribution and support for HAC. Thank you, and we look forward to your continued support. 5. ADOPTION OF THE FINANCIAL STATEMENTS AND THE DRAFT AUDITORS REPORT FOR THE FISCAL YEAR Sylvain requests questions or comments from members present about the Treasurer s Report or the Draft audited Financial Statement for the Fiscal Year? Questions: No questions from the floor. Motion: The Audited Financial Statements be adopted, as presented. Motioned: Second: Brian Rosche, Remote Helicopters Robert Gallagher, Coldstream Helicopters 6. APPOINTMENT OF THE AUDITORS FOR THE FISCAL YEAR The Board believes that HAC received good value from the Frouin Group and recommends to the membership the same firm again for the Fiscal Year. Motion: That HAC engage the Frouin Group as the Association s auditors for the Fiscal Year. Motioned: Second: Robert Gallagher, Coldstream Helicopters Bill Clark, Clark and Company 7

8 7. RECOGNITION OF PAST DIRECTORS Presentation of Director Appreciation Plaque to Ron Ellard, OpsMobil Ron Ellard not present plaque to be mailed. 8. ELECTION OF DIRECTORS Members were reminded that the terms of HAC s by-laws call for at least two Directors with offices East of the Manitoba-Ontario border and at least two Directors with offices West of the Manitoba-Ontario border. The remaining three Operator Board Members may have offices in the East or West. The two Board members representing Associates may represent companies in the East or West. This year, three of our nine elected Director positions are up for election they are three Operator positions. These Directors can be with companies with offices east or west of the Manitoba-Ontario border. Under the terms of HAC s current by-laws, all Board Members serve for two-year terms, but they can be re-nominated and re-elected, subject the Term Limit provisions set out in our by-laws. Nominations for the three Operator positions closed November 11, 2016 There were five nominations submitted: Jen Norie, VIH Helicopters (West) Jacob Forman, Yellowhead Helicopters (West) Robert Gallagher, Coldstream Helicopters (West) Marc Schoenrank, Great Slave Helicopters (West) Kelsey Wheeler, Talon Helicopters (West) All nominees present were invited to take the opportunity to introduce themselves to the membership, and say a few words about themselves and their qualifications for the position. All nominees introduced with exception of Kelsey Wheeler, who was not present. Jen Norie & Brad Fandrich said a few words about Kelsey Wheeler s qualifications as a possible HAC Director. We have incorporated extended voting hours for the convenience of Member-Reps, and to facilitate the use of proxies: Voting hours: Saturday, November 12, Sunday, November 13, Voting members were reminded to vote. 9. DIRECTORS FORUM Sylvain Seguin (Chair) Sylvain (Chair) thanked the HAC Board of Directors for their support and announces he is stepping down as HAC Chair during the coming year. He will continue to serve on the HAC Board. Notes several HAC achievements: 8

9 Purchase of HAC office condo, now an HAC asset; Continued growth of the Association in tough economic times; Sold out trade show floor; Importance of HAC Associates participation and important factor in increasing Association revenues; Development of HAC s Economic Footprint for the Canadian Commercial Helicopter Industry as a valuable and useful tool to the industry when dealing with Government; Change in HAC By-laws to better serve Operator control of destiny; Flight & Duty time Issue An extremely important issue to Operators. Sylvain commented that the past year was another very busy and challenging year at HAC and for the industry, and this is the point in our Agenda we traditionally pause, to field any questions from the floor for the Board of Directors. The floor is yours. Teri Northcott, Skyline Helicopters commented that the dates of the conference over weekends and Remembrance Day is a hardship for Operators. A substantial commitment to have employees in attendance at over-time rates. She asked that Board re-consider dates of future conferences. Terry Eissfeldt, of West Coast Helicopters commented that he was not in favor of a Fall Conference due to the conflict with hunting season. Sylvain agreed to take the issue of the timing of the Convention, back to the Board, for discussion. 10. ADJOURNMENT OF THE 21st AGM Sylvain Seguin Since, there was no further business before this assembly; Sylvain requested a motion to adjourn the meeting until the next day at noon, on Sunday, November 13, 2016, on the trade show floor. Motion: Seconded: Teri Northcott, Skyline Helicopters Bill Clark, Clark and Company Meeting Adjourned at 12:00 pm 11. AGM RE-CONVENED Sunday, November 13, noon on the Trade Show floor Newly Elected Board of Directors Presented: Jen Norie, VIH Helicopters (Operator West) Re-Elected Jacob Forman Yellowhead Helicopters Ltd. (Operator West) Re-Elected Robert Gallagher, Coldstream Helicopters Ltd. (Operator West) Newly Elected Sylvain Seguin, Canadian Helicopters (Operator East) Brad Fandrich Valley Helicopters Ltd. (Operator West) 9

10 Shayne Cyr Universal Helicopters (Operator East) Brian Clegg Sklyline Helicopters Ltd. (Operator West) Steven Williams Emond Harnden LLP (Associate) Maury Wood Avialta Helicopter Maintenance (Associate) 12. TERMINATION OF THE 21st AGM Motion to Terminate the 20 th AGM: Motion: Seconded: Teri Northcott, Skyline Helicopters Bill Clark, Clark and Company Jen Norie, HAC Secretary Date 10