Evidence of meeting #44 for Transport, Infrastructure and Communities in the 40th Parliament, 3rd Session. (The original version is on Parliament’s site, as are the minutes.) The winning word was aveos.
A recording is available from Parliament.
Assistant General Counsel, Law Branch, Air Canada
At present, there are some 3,000 Air Canada employees working at Aveos overhaul centres. We are complying with the letter of the law.
NDP
Dennis Bevington NDP Western Arctic, NT
Thanks, Mr. Chair.
We have evidence from Transport that their reading of the act is that as long as you meet the articles of continuance in your bylaws, that is sufficient for them in terms of your responsibility under this act. Under paragraph 7(b), you are certainly not to make any articles or bylaws that are inconsistent with the provisions of the articles of continuance.
When it came to selling your bases to Aveos, or taking away the responsibility for the maintenance and operation and overhaul directly, how was that accomplished within your bylaws?
Assistant General Counsel, Law Branch, Air Canada
Those provisions are in our articles today. With regard to section 6, there was a requirement at the time of privatization and coming into force of the law in 1988, when the Government of Canada was still the sole shareholder of Air Canada. When Air Canada was sold publicly, the articles of continuance had to contain those provisions. Section 7 also requires us to include those provisions in any subsequent articles. We therefore continue to meet our obligations. Our articles and bylaws still include those indications.
NDP
Dennis Bevington NDP Western Arctic, NT
If you were to maintain bases in three Canadian cities under the articles of continuance, how did you then accomplish the sale of those bases? What corporate process did you follow to sell them?
Assistant General Counsel, Law Branch, Air Canada
As we indicated in our opening statement, the plan of compromise and arrangement, which was agreed to as part of Air Canada's restructuring under the Companies Creditors' Arrangement Act, provided Air Canada with a new structure. Air Canada became a wholly-owned subsidiary of ACE Aviation Holdings Inc., and the technical services division, except for line maintenance operations, was spun off as a separate entity owned and controlled by ACE Aviation Holdings Inc.
Assistant General Counsel, Law Branch, Air Canada
That was approved by all creditors, including all unions, and was sanctioned by the Ontario Superior Court of Justice.
NDP
Dennis Bevington NDP Western Arctic, NT
But according to this act, you aren't to make any articles or bylaws that are inconsistent with provisions under the continuance.
Assistant General Counsel, Law Branch, Air Canada
At least four or five articles of continuance were added following the adoption of this law. They all contain those provisions. We have therefore continued to meet our obligations under section 7.
NDP
Dennis Bevington NDP Western Arctic, NT
But you divested your interest in the maintenance bases. Is that correct?
Assistant General Counsel, Law Branch, Air Canada
No, we still have line maintenance operations at various stations or bases. We spend a substantial amount of money on work done by Aveos, so I do not think you can say that we divested our interests.
NDP
Dennis Bevington NDP Western Arctic, NT
But it says that you're required to maintain operational overhaul centres.
Assistant General Counsel, Law Branch, Air Canada
Our articles must contain a provision stating that we will maintain those operations.
I am not here to give you a legal opinion on the definition of the word “maintain.”
NDP
Dennis Bevington NDP Western Arctic, NT
Quite clearly, under section 7, it says, “shall not (b) make any articles or by-laws that are inconsistent with the provisions included in its articles of continuance”.
NDP
Dennis Bevington NDP Western Arctic, NT
I'm curious about how that was applied to the sale of these overhaul centres.
Assistant General Counsel, Law Branch, Air Canada
Commercial activities do not represent the articles or bylaws of a corporation. The articles or bylaws of a corporate structure are not its business arrangements.
NDP
NDP
Dennis Bevington NDP Western Arctic, NT
That's what you agreed to follow, or you were put under some understanding that you would follow that.
Assistant General Counsel, Law Branch, Air Canada
I repeat that we are in compliance and will continue to comply with our obligations under the Air Canada Public Participation Act.
NDP
Dennis Bevington NDP Western Arctic, NT
You have laid off a number of workers that were seconded to Aveos, and I note that the numbers you're giving for the aircraft engine component and line maintenance service have actually gone down in the last year.
NDP
Dennis Bevington NDP Western Arctic, NT
Have you moved some of the maintenance to other locations or have you just simply spent less money on maintenance?
