Is it all about the constitution?

From The Daily News of Thursday, July 19

The future of the Kamloops Blazers Sports Society appears to hinge on one
paragraph in its constitution, a paragraph that was inserted through a
special resolution of members on June 7, 1989.
That clause reads:
“The purpose of the society (is) to own, manage and operate the Kamloops
Junior Hockey Club and to promote amateur and junior hockey in and around
the City of Kamloops.”
The society is the not-for-profit organization that operates the local WHL
franchise.
Murray Owen, the society’s president, told a news conference Wednesday in
the WHL team’s boardroom at the Interior Savings Centre that the board of
directors has called an extraordinary general meeting of members for Aug. 7
to deal specifically with that part of its constitution.
“We feel very strongly that if we are going to entertain the sale of the
Blazers, we need to change our constitution,” Owen said. “We don’t feel that
we can look at offers until that happens.”
The society’s membership will be asked at that meeting if it wishes to have
the constitution changed, a move that would then open the franchise up for
offers.
“If the constitution is changed,” Owen said, “it will most likely be focused
on the fact that the membership feels it is time to sell the club. If the
society sells the hockey club, then the purpose of this society will
drastically change because it will no longer operate the Kamloops Blazers.”
A letter including a notice of meeting and explaining its purpose has been
sent to all members.
Owen was adamant that the Aug. 7 meeting will deal with one topic.
“We’ll try to control the meeting in such a way that we will deal with one
issue and that is the constitution, whether we alter it or whether we keep
it as is,” he said.
While Owen was speaking, an offer to purchase the club arrived in the
Blazers’ office from River City Hockey Inc., the group headed up by
Vancouver businessman Tom Gaglardi.
This is the second offer RCH has made for the franchise. Its first offer,
made June 21, 2006, was for $6 million. The offer that arrived yesterday,
which RCH has posted on its website, is for $6,100,176 “less sums payable to
the shareholders of Kamloops Blazers Holdings Ltd.”
The $100,176 difference in the offers equals the value of a debenture held
by Kamloops Blazers Holdings Ltd., something that would be paid off by RCH.
Gaglardi’s lawsuit against Vancouver Canucks owner Francesco Aquilini and
former Canucks owner John McCaw, which is in recess, is to resume in
Vancouver on Aug. 7. However, Gaglardi, said “I think I’ll be (in
Kamloops).”
Gaglardi said RCH has received a different legal opinion than the society on
the constitutional matter.
According to Gaglardi, RCH got an opinion from Alan McEachern, the retired
Chief Justice of the Supreme Court of B.C., “on whether the constitution of
the Blazers would permit the sale of the club.”
“He gave us an unconditional opinion without reservation that the team could
be sold without any changes required to its constitution,” Gaglardi said.
Since last summer, Gaglardi has purchased a share in Kamloops Blazers
Holdings Ltd., and now is a member of the society, as is former Blazers star
Mark Recchi, who is one of five partners in RCH. Shane Doan, Jarome Iginla
and Darryl Sydor, the other ex-Blazers involved, are believed to be in the
process of becoming members. Gaglardi also has support from an untold number
of other members.
The fact that society members are working to privatize the organization
concerns the board.
“I’m not a lawyer,” Owen said, “however, when you read the constitution and
members take action in such a way that would ultimately give them beneift, I
think they should look at their motives.”
The board, however, hasn’t asked for legal advice on the matter.
“We haven’t taken it to that level,” Owen said. “The legal advice we got was
centred around us having a constitution that we are obliged to uphold. The
only way we can change that is through our membership.”
Gaglardi said RCH hasn’t done anything wrong.
“It’s disappointing to us . . . to have to read in the paper that our acts
may be illegal,” he said. “We’ve done our homework to make sure that they’re
not.
“This is a desperate measure by the board. Hiding behind the constitution is
a joke.”
Yesterday’s news conference was attended by two people with ties to RCH.
Frank Quinn, a partner in the Kamloops law firm Bilkey Quinn, represents
RCH. Quinn took notes throughout the
news conference. Asked why he was in attendance, he replied: “I’m not going
to make any comment about why I’m here.”
Kate Stebbings of Communication Solutions Inc., a local media and public
relations firm which is working for RCH, also was there. Among Communication
Solutions’ responsibilities is the management of RCH’s website.