COURT OF QUEEN'S BENCH OF ALBERTA EDMONTON DEFENDANTS: CANADA'S NATIONAL FIREARMS ASSOCIATION AND SHELDON CLARE

Transcription

1 COURT FILE NUMBER: ORIGI ii COURT: JUDICIAL CENTRE: COURT OF QUEEN'S BENCH OF ALBERTA EDMONTON PLAINTIFFS: CLAUDE COLGAN, ERICKA CLARKE, DARLENE MACKENZIE, KURT LUCIA AND STEPHEN BUDDO DEFENDANTS: CANADA'S NATIONAL FIREARMS ASSOCIATION AND SHELDON CLARE u-._ QUESTIONING ON AFFIDAVITS OF SHELDON CLARE SWORN THE 19TH DAY OF MARCH AND THE 23RD DAY OF APRIL, u _--- M. Stoyanov, Esq. &. For the P1a1nt1ffs A. Kn1se1y, Esq. K.G. Heintz, Esq. For the Defendants Richard D. Jacobs, CSR(A) Court Reporter/Examiner L EDMONTON, A1berta 7 May, 2015 J1C LRgmflfiy5wvka2m; L'PI'iom:: (780)

2 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 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]

3 [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 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 75 SENT REGARDING THE VARIOUS QUOTES] [UNDERTAKING N0. 10: TO PROVIDE A COPY 77 OF THE ENGAGEMENT LETTER WITH THE AUDITOR] [UNDERTAKING-N0ru11+ T0-PROVIDE-A-COPY 93 OF MINUTE OF THE DIRECTORS MEETING REFERRED TO IN PARAGRAPH 26 OF CLARE'S MARCH 19TH AFFIDAVIT] UNDE TAKING Ho. 12: TO PROVIDE A COP 131 OF THE LIST OF REGISTERED OFFICERS FOR THE PAST FIVE YEARS IF AND WHEN IT IS CREATED]

4 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 119 A.C.E. Reporting Services Inc.

5 SHELDON CLARE, AFFIRMED AT 1:06 P.H., QUESTIONED BY STOYANOV: 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. D>D> 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. STOYANOV: Can you give me some background as to the NFA, the Nationai Firearms Association, when it was associated, incorporated, what happened in the early years? we11 I wasn't there in the ear1y years.

6 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, what was that name? David Tom1inson. The Nationa1 Phoenix Communications & Information Association, Firearms Association,

7 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). 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 That's correct. Firearms Association? 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?

8 Yes? we11 membership in the NFA is avai1ab1e to peopie as stipu1ated in the by1aws. ED JD Do they have to pay a fee of some sort? That's correct. 3 A membership fee? J> 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 A.C.E. Reporting Services Inc.

9 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 Yes heart? 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. I think that's everyone. HEINTZ: That's 10. STOYANOV: Very good, yes. I'm not ab1e to count on my fingers I'm afraid. The directors my understanding is, appoint the A.C.E. Reporting Services Inc.

10 10 officers of the association? The directors e1ect the officers of the association. 3 J> 3 3> E3 3> C3 J> 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 which is B1air Hagen. as we11, 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? A.C.E. Reporting Services Inc.

11 11 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? JD In which affidavit are you referring? 3 I> ED J> 3 The March 19th affidavit, 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. 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 A.C.E. Reporting Services Inc.

12 12 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. 3 )> 3 That's what I was trying to figure out. Yes. So the executive inc1udes who precise1y? J> It wou1d inc1ude the president, the vice-president, the secretary and the A.C.E. Reporting Services Inc.

13 13 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. STOYANOV: Does that resoiution -- HEINTZ: It's tit1ed draft executive

14 14 meeting 2014, Mr. Kniseiy. That wou1d be I beiieve on May 23rd 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,

15 15 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

16 16 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 A.C.E. Reporting Services Inc.

17 17 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? JP ED J> ED 3* It's in Edmonton. At 45th Avenue? That's correct th 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? A.C.E. Reporting Services Inc-

18 18 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. ED J> C) J> ED J> 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 A.C.E. Reporting Services Inc.

19 19 the debt ob1igations register is app1icab1e to this association and if so. NR. 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. 3 A register of directors? 2> Yes. 3 A register of officers? J> 3 J> Yes. A register of members? Yes.

20 20 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 A.C.E. Reporting Services Inc.

21 21 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 39 and Yes. the executive? 3 J> C) 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 A.C.E. Reporting Services Inc.

22 22 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?

23 23 A 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 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 A.C.E. Reporting Services Inc.

24 24 to make sure that as a team we appointed good people in roles of executive authority. We made some staff changes. we, one of the people we hired was Ms. Fournier, on the recommendation of one of our consultants at the time, and we proceeded to move our offices from where they were previously, which was a dismal, moldy. filthy little place with torn carpets and burgundy paint on the walls, and just a general horrible horrible place. I found my nose clogging when I came into the place. It was upstairs, it was inconvenient for wheelchair access, it was not what was in the vision of anyone who had been there as to the public face of a national organization. And one of our first instructions to our new general manager was to ensure that she found us suitable lodgings commensurate with the status and needs of the organization, with the goal of providing a happy, productive work place that would be running in an efficient manner commensurate with the needs of the membership, the directors, the executive and the 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 A.C.E. Reporting Services Inc.

25 25 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 -- A.C.E. Reporting Services Inc.

26 26 we try to do the best we can. we've had a very consensus driven board for the most part, our board has not been one to engage in negativity. Our board, whiie we've had good discussions, 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 bit more rigorous about ensuring our transcripts of our meetings are proper1y documented and in keeping with the requirements of our bytaws in the -- I shouid point out one thing, one of the things that is a practice and again I refer to Roberts Ruies of Order, is the practice of custom, and this has to dea1 with a particu1ar, if I may indu1ge, and I refer to page 19 of the 11th edition Roberts RuTes of Order new1y revised: In some organizations a particu1ar practice may sometimes come to be fo11owed as a matter of estab1ished custom. I might 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 A.C.E. Reporting Services Inc.

27 27 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

28 28 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

29 29 we11 or are they discarded once they're transcribed? 3> ED J> we keep them a11. How far back does that go? As 1ong as I've been president. ED 3> The Yes. audio recording? 3 I> Again when did you become president? In 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,

30 30 Miss Clark's affidavit of March 6th, 2015 references the date February 27th, 2015 at paragraph four. Paragraph four, yes. STOYANOV: So if you look at that same affidavit, Exhibit A, there's an actual letter? I> ED 3> C3 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 if she says so and swears so I have no reason to doubt that that would be the case. 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. STOYANOV: There's a signature in that A.C.E. Reporting Services Inc.

31 31 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. A.C.E. Reporting Services Inc.

32 32 HEINTZ: Can you just refer the witness to the paragraph you're talking about, sir. 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. request? No, I don't reca11 anything Tike that. C1ark's So did you at some point authorized or direct anybody to do anything with respect to the request by Ms. Ciark? I've a1ways instructed that everyone shou1d

33 33 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. C1ark or anyone eise entit1ed to have them. Right. 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 A records? I cou1dn't say for certain. A.C.E. Reporting Services Inc. Cert 1' ffed Court Reporters

34 34 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, no don't. It's not in the detaii that wou1d I 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 CLARE AND THE STAFF OF THE REGISTERED OFFICE WITH RESPECT TO ANY INSTRUCTIONS OR DISCUSSIONS

35 35 REGARDING MISS CLARK'S REQUEST FOR THE PRODUCTION OF DOCUMENTS] 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 A.C.E. Reporting Services Inc.

36 36 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? J> 3 3> I wasn't c1ear as Fair enough. Yeah. to that. 3 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 A_c.E. Reporting Services Inc.

37 37 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? A.C.E. Reporting Services Inc. Cert 1' Had Court Reporters

38 33 A I think that given the particu1ar request and the need to have some documents transcribed or taken 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 A.C.E. Reporting Services Inc.

39 39 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

40 40 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? A.C.E. Reporting Services Inc.

41 41 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. STOYANOV: I'm referring to a document titied draft minutes of directors te1econference March 2nd, It shou1d be in the binder.

42 42 HEINTZ: I just need you to reiate that to the affidavit that you're questioning on, sir. STOYANOV: of documents. which paragraph? It relates to the production 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. C1are's affidavit. STOYANOV: objection, That is correct. What is your 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

43 43 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, so if you can find a takeoff point for that I'd be obiiged. STOYANOV: Okay, 1et's take a few minutes then. Off record p1ease. (OFF RECORD DISCUSSION) 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. 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 A.C.E. Reporting Services Inc.

44 44 made by Dariene MacKenzie at that point. And the motion was defeated. C) 3> ED 3> 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. was In this case it wasn't accepted. it your opinion that Ericka Ciark shou1d not be permitted to inspect or take copies of

45 45 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? The motion was adding it to the agenda, that has nothing to do with that motion. That 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: HEINTZ: Stoyanov? P1ease. 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. STOYANOV: So you had discussions with A.C.E. Reporting Services Inc.

46 46 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. STOYANOV: Now, these records are kept on the computer I take it? 3> which records in specific? E) )> The Yes. register of members? ED 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, A.C.E. Reporting Services Inc.

47 47 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? A.C.E. Reporting Services Inc.

48 48 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: HEINTZ: Certain1y. Thanks. STOYANOV: Ju1y 29, 2013 regarding changes to the genera1 by1aws. HEINTZ: No objections here. [EXHIBIT 1: Letter dated JuTy 29, 2013] 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. A Right, yes. STOYANOV: Cou1d we mark this as Exhibit 2. HEINTZ: No objection. [EXHIBIT 2: Draft minutes of the director teieconference Ju1y 21st, 2013]

49 49 STOYANOV: 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 ed 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 . HEINTZ: Best efforts. [UNDERTAKING N0. 3: To provide a copy of the notice to the directors of the Ju1y 21st meeting] A.C.E. Reporting Services Inc.

50 50 A 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. 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: Can I interrupt, I just want to take a Iook at it. 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 Wednesday, Ju1y 31st at 6:00 p.m. and so on. It wou1d appear Mr.

51 51 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. 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 that had just not been properiy sent in. And 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 A.C.E. Reporting Services Inc.

52 52 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. the content of them speaks to the I think 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.

53 53 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 -- I CD 3> Yeah. -- used to get these by1aws amended? Yeah. ED So what is the, sort of the procedure that you have to fo11ow to do that?

54 54 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. 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

55 55 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 Reporting Services Inc.

56 56 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 Or they were. 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. STOYANOV: Now, there's, back to Exhibit 1 which is the Ju1y 29th, 2013 letter to Corporations Canada regarding the amendments, was that Ietter actua11y sent to Corporations Canada? A I be1ieve it was. I think the date on it is A.C.E. Reporting Services Inc.

57 57 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. JD Exhibit 1? CD J> Yes, Okay, that 1etter to Corporations Canada? yes. E3 It says: The amendment was sanctioned by the members of the corporation in accordance with the existing byiaws on Ju1y 31st, 2013? M-hm. HR. HEINTZ: Say yes or no for the record piease. Pardon me, yes, that's what it says. STOYANOV: 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

58 58 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 Do you know how -- 1ike that. Particu1ar1y in the age of emai1 when we have thousands of emai1s, it just wou1d be an unwieldy project. E3 Did you draft the Ietter itse1f? J> ED 3> 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

59 59 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? 3? Notified about them? ED Yes, about the change? 3> 3 They were posted, yes. On your web site? A.C.E. Reporting Services Inc.

60 60 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

61 61 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? A I think part of the confusion is that some of

62 62 these were sanctioned and some of these were not. Because not a11 of these were made in 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? A.C.E. Reporting Services Inc.

63 63 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 have that raised as an item on the, at the members meeting. However, that didn't happen and I think, you know, I take responsibiiity for that, and a11 the directors take responsibiiity for that. we had a number of 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

64 64 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] 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

65 65 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. E2 Anything in writing, emaiis, ietters? J> Probab1y phone ca11s. 3 3> CD 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] 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? A I wou1d say that that is not correct. Or hang A.C.E. Reporting Services Inc.

66 66 on. Hang on a second, 1et me review this before I -- Oh piease. Right, I was correct. No, reading the wrong thing. That's I wou1d say that this wouid not be the correct version at present. HEINTZ: Sorry, what was That wasn't the question. the question again? THE COURT REPORTER: (By reading) uq_ Now, according to the records of Corporation Canada this here is the current version of the by1aws of the association. Can you confirm that?" I wou1d say no. 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: question was But the preamble to the 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 status, I believe, in my opinion. A.C.E. Reporting Services Inc.

67 67 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] 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 it wou1d have been sent subsequent to the change but I don't know when this particuiar one was sent. It's, 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 A.C.E. Reporting Services Inc.

68 68 emai1 dated Ju1y 16th, 2014 sending this document to Corporations Canada? Sure. I'm quite certain that that time stamp refers to 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 , right Mr. Stoyanov? STOYANOV: HEINTZ: That's correct. 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] STOYANOV: Now, the association prepares comparative financiai statements on an annuai basis; is that correct? A.C.E. Reporting Services Inc.

69 69 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 from our possession by be1ieve were removed 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 A.C.E. Reporting Services Inc.

70 70 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 A.C.E. Reporting Services Inc.

71 71 a1] of our records since 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 A.C.E. Reporting Services Inc.

72 72 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 a check 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 an audit, 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 or directors request or demand that the NFA appoint an auditor or pub1ic accountant?

73 73 Not unti1 this year. And when was that? That wou1d have been at the time when the directors requested, some of the directors were requesting that information, I think 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? 3> ED Right away. I we1come audits. Sorry? J> I we1come audits. ED when did that actua11y happen, what date? J> I cou1d find you the date. E) 3> E3 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 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 A.C.E. Reporting Services Inc.

74 74 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 of firms? variety 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

75 75 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: Yes. [UNDERTAKING N0. 7: 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.

76 76 [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. Okay. STOYANOV: I won't ask which five. The appointment was authorized by the 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.

77 77 STOYANOV: when you retain an accountant or an auditor there's ordinari1y a retainer or an engagement ietter of some sort? 3> 3 J> 3 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] STOYANOV: I'm going to refer you to your affidavit of March 19th, 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. A.C.E. Reporting Services Inc.

78 78 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. STOYANOV: So back to the March 19th affidavit, paragraph 33, it says: I make this my affidavit in opposition to the within application. I'm just trying to figure out whether in this case you were speaking on your own behalf or on behalf of the association? On behalf of the association. Do you personally believe that this, did you personally 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 of the Canada Not For Profit Corporations Act and another part of the application that requests a restraining order against Mr. Clare personally, and then another part of the application that requires a clarification of the bylaw issue, if I can use that term. But the bylaw issue has already been addressed as

79 79 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. I just want to review this. 0 Certainiy. A wou1d you read the question back again p1ease. THE COURT REPORTER: (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 think aware of those bases. I think there are a number of them and 1et's_go through a short

80 80 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 to discharge their responsibiiities associated with their office, at 15. I dispute that we have 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 my response. I dispute that the app1icants have not committed any unethica1 behavior, I be1ieve they have. The hoiding of a by

81 81 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

82 82 association, we attempted to have auditing done for the fu11 period of time, however, the auditors would on1y do the previous two years and insisted that that wou1d be more than sufficient to meet any of our needs. The order restraining me, I find that to be rea11y just an offensive idea that it wouid be continued, I think that has been addressed, that particuiar issue. About 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's sufficient 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, piease continue. STOYANOVI 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? A.C.E. Reporting Services Inc.

83 83 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 records. thorough examination done of our 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

84 84 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. Now back to the affidavit sworn March 19th by you, paragraph two refers to certain purported or supposed directors meetings on February 24th, 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, 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 convene, and as I characterized it ear1ier, ho1d a coup. But I think that that's been -- there's, if you read my statement it's right

85 85 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

86 86 circumstances with Mr. Bevens with everyone I fe1t it was important to make sure that every director was present. And that was made apparent to me it was not the case that everyone cou1d be present, or at Teast fu11y participate. Is there a requirement that there's a fu11 quorum, 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 it was necessary that a11 be there. And since a11 cou1d not be there I decided to change the meeting to a time when they couid be, which was way1aid by the fact that some fo1ks decided to get together and have a chat outside of the due process. And the decision to cancei that meeting was yours 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 sir. right now, Yes. You have it before you? STOYANOV: Yes.

87 87 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. And so your opinion of this memorandum is that it is -- Of no force and effect, and void, u1tra vires. HEINTZ: Just answer the question. STOYANOV: Thank you. You in essence finished my question for me and I appreciate that. I'11 try not to do it again. Now, in paragraph 11 of your affidavit of March 19th you state that: 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?

88 88 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 accounts, social media accounts. records and data. And at the time of the meeting I reca11

89 89 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

90 90 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 MacKenzie directors? Yes. Darlene 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

91 91 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 A.C.E. Reporting Services Inc.

92 92 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 I can 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

93 93 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 A.C.E. Reporting Services Inc.

94 94 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.

95 95 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? D?-*D> DID-03> 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

96 96 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

97 97 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

98 98 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 are c1ear about this. His particu1ar ro1e was an emp1oyee, he was a sataried emp1oyee. He was given 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 No. that part of the by1aw amendments? That was done at a directors meeting and I think I refer to that, on May 8th, 2013, that's at point 26 in my affidavit. KNISELY: Can we go off the record. (OFF RECORD DISCUSSION) (BRIEF ADJOURNMENT) 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, sir. [UNDERTAKING N0. 11: To provide a copy of minute of the directors meeting referred to in paragraph

99 99 26 of Mr. C1are's March 19th affidavit] 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.

100 100 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 directors, we're we11 aware of who was presiding at the meeting. If they had a 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

101 101 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. HR. 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.

102 102 which she endeavored to do and which we a11owed her to do, and to1d her that we were happy to provide minutes, have to get typed up. they were going to 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 was there, come and 100k at it. That didn't 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.

103 103 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.

104 104 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 a number 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

105 105 with the 2010 amendment. 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. A.C.E. Reporting Services Inc.

106 106 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

107 107 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? 3> 3 )> CD 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? A.C.E. Reporting Services Inc.

108 108 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? J> ED In the office? Yes? J> 3 The The staff. staff being? 3> 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

109 109 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 A.C.E. Reporting Services Inc.

110 110 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 A.C.E. Reporting Services Inc.

111 111 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: HEINTZ: document Sure. I think it's the first in the binder, Adam. (BRIEF ADJOURNMENT) STOYANOV: Now, can I enter this as an exhibit. HEINTZ: No objection, sir. [EXHIBIT D-4: Form 4006 changes A.C.E. Reporting Services Inc.

112 112 regarding directors of the association] STOYANOV: when reviewing the originai I sort 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 your signature on these documents? piacing 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 in mind 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 a pretty 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,

113 113 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) STOYANOV: So just to confirm this document Exhibit 4, which is the form 4006 changes regarding directors, that was A.C.E. Reporting Services Inc.

114 114 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, thinking out Toud a bit. I'm sorry, I'm 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? A.C.E. Reporting Services Inc.

115 115 HEINTZ: That was the agreement made between Mr. Knise1y and I. 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 A.C.E. Reporting Services Inc.

116 116 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 A.C.E. Reporting Services Inc.

117 117 you're not discussing that with everyone, but I certain1y didn't see that Miss Fournier's attendance was necessary or required given ED )> CD J> that she acts on1y under the authority of the executive and the board of directors. I think I may have said that but I do beiieve I did 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?

118 118 J> No. I disagree. E) )> ED 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? A.C.E. Reporting Services Inc.

119 119 NR. ED J> ED J> 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: 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 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.

120 120 STOYANOV: Let's take a 1itt1e break, I'11 review my questions and I think we're aimost done here. (BRIEF ADJOURNMENT) Q 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? J> 3 I think about 45,000. So it's grown steadiiy ever since? 3> Yes, thank you. 3 I just rea1ized that I probabiy took a 1itt1e Ionger than I expected so just a coupie of quick questions but I'm afraid I'm going to have to adjourn ti11 the next time we meet to comp1ete this questioning. 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

121 121 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

122 122 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 change because 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 do rather 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 to amend 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 A.C.E. Reporting Services Inc.

123 123 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

124 124 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 on and, 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,

125 125 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 A.C.E. Reporting Services Inc.

126 126 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

127 127 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

128 128 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. A-C.E. Reporting Services Inc.

129 129 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. A.C.E. Reporting Services Inc.

130 130 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 I don't think there is one to the 1etter with the 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 your request. HEINTZ: 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: E1ected, thank you. So -- That's true, that's there. A.C.E. Reporting Services Inc.

131 131 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: STOYANOV: HEINTZ: STOYANOV: Sure. Thank you. If it's created. 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] A.C.E. Reporting Services Inc.

132 132 KNISELY: Let's go off the record for a second. (OFF RECORD DISCUSSION) 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.)

133 133 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, /6é<%»% Richard D. Jacobs CSR(A) 0fficia1 Court Reporter A.C.E. Reporting Services Inc.

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135 additional [1] - 15:9 addressifi] - 17:17, 62:24 61:14 96:1 12 I O addressed 13] - 78:27, 80:22, 8g:9 adhered [1] - 27:5 adiectives [2] - 64:13, 84$ ad' oum [1] ADJOURNMENT Lag - 98:17, 111:23, 129:4 administers [1] - 16:4 administration [5] - i 2..40i._ 110:12,121:18 administrative 1;] - 20:20 89:9 90:4 97:3, admlnistratorlj] administrators H] - 89:11,121:19, 12g:3, adm'mz , E adog 1] 53:5 adogted [1] adogting [2] 71:13, 2&5 advance 1;] - 41:10, L15 advice [51-76:5, 90:19, 99:9, 106:15, Jill ADVISE 1;] - 2:13, 318, E advise [9] - 92:11 1&6 advised [31-32:12, 111: affairs[z1-9:4, 17:1 affidavinm - 5:5 11:10,11:11,11:19, 29:24, 30:1, 30:9, 30:23, 99:29, 31:8, 31:24, 92:3, 39:4, 98:11, 38:17, 41:19, 42:2, 42:9, 42:10, 42:14, 42:15, 42:21, 42:22 43:5 45:18 77:1 77,29, 79:9, 79:10, 79:25, 80:22, 82:12 84:8 85:1 86:24, 87:3, 87:9, 87:21 88:4 89:16 91:17, 91:21, 91:25, 91:27, 92:7, 92:13, 95:2, 98:14, 98:22, 99:2, 100,7, , , 106:21, 107:7 114:11 AFFIDAVIT - 3:2 affidavits [3] - 11:8, 41:20 91:22 AFFIDAVITS11] - 1:14 AFFIRMED - :1 affi:_<[z_ - 112:18, 6 affixed [1 112:13 afford m - 71:16, 72:13 128:6 afraid 1;] - 9:26, 14:17 120:22 afternoon [5] - 5:3, 99:9, 98:21, 46:9 a wvards - 24:26 age [11-58:18 agenda [5] - 43:97, 44:14 44:17 44:23 45:4, 45:5, 64:35, E AGM1 ] - 71:25, , 129:9 ago [:1-37:4, 49:11, 55$ a ree - 4 :2 55:19, 67:16, 70:13, 96:19, 99:9, 99:14, 108:2, 108:6, 115:9 agreed [:1-45:23, 46:11, 78:5 a reemen 11 :4 agrees [11-27:6 aheadm - 12:7, 40:26 aim [1] - g :g3 ALBERTA [1] - 1-,; A!9m'i.JAlL27.. 9:15 9:16 133:9 alia [1] - 85:5 ALL z1-4:16 132:8 a egation 1]- 84:17 allegations [1] - 119:3 allegem - 117:21 alle d - 11 : 7 allocate [11-40:18 allow [2] - 47:10, 112:16 allowed [2,] - 102:9, 114_I almosm] - fl:14, 1_1 l1i_3 alone -1] - 86:19 alrigh 1g] 30:21, 64:8 89:15 116:4 121:7 131:9 131:1? ambush [1] - 100:22 amendlgj : , amended [51-27:19, applicants [1] :24 54:17 92:16 agg ication 2g]- mi 5:13 7 : 73:11 amending [31-52:14, 78:16 78:17 78:19 54:2 62:17 78:22, 79:25, 79:9, amendment [5] - 79:12, 79:19, 79:22, 47:25 54:6 55:9 57:17.104:3.105: :4 1 : , , amendments [11] - 1 :12, 40:6, 51:16, 1 52:9 :24 59:13 a oin - :27 59:17. 59:23 62:9. 72:27. 95:17 64:9, fi:14, 98:11, 1mi_ 104:10,19 :5, 13:9 13:12 24: :6,'6,99:10, 125:7, AMENDMENTS [1] - 1:50:24 1 agmint:neng[111- amicablem-29:7 8:14 35:15 37:10 AN [1]-3:6 M911. AND [a_ - 1:7, 1;10, 75:26 76:3 76:9 1:18, 2:12, g:1, 9:26, 19:10 34:25 Eliiflflnl; anger 1 90:16 1 annualua]-19:15, 3 Oints :17 20:4 20:7 aelmciéfiiai. 37:2 53:10 62: :2 63:3 64:24 a rise - :1 68:26 70:22 70:26 ; 7 ' 7 :22 83:26 27:17 1:25 92:21, 93:21,128:1 answer[31]- 12:9, 55:14, 61:5, 61:6, 61:11. 70:11. 80:4. 87:16, , 101: answered :4, 34:5, 39:21, 45:2 answers - :16 E anti [1] - 125:26 antics [1] - 87:25 ANY - :18 3:1 6 angfig [11-29:11 apologies [1] - 77:22 a olo ize -1 :14 aggreng [5] - 52:2, 86:4 1 : , aggroval1 1-15:4, 52:17 63:16 64:6 64:12 96:23 APPROVALJJ1-2:25 aggrove :2, 55:24 60:2 9 :1 aggroved [91-14:10, a ar - 34: 50:27, 91:4, 52:5 APPLICABLE [21-2:12 19:9 agglicable [1] - 19:1 u 47:19, $4 99:6 99:8 107:9 Reporting Services Inc. A.C.E. asgectm - 93:11 asgects [2] - 97:5, 1 assemb ~ 1 '7 E assess [1] - 119:5 assign [1] - 16:19 assigned [ 1-83:25. 99:27, 97:24, 98:10, 10825, 110:9 assigning [1] 129:19 assisgla] - 22,25, 45:19 70:25 ASSISTANCE [11 E assistance assists [:1] - 29:27, 34:10 113:17 associate [1] - 120:12 associated [:1-5:24, 80:14 :13 association [Q] - 4:12, 5:19, 9:19, 8:19 : 10:1 10:3 10:17, 10:20, 19:27, 12: :20 19:9, 18:25, 19:2, 20:16, 31:29, 32:9. 99:9, 99:27, 36:6,. 47:18, 49:7, 65:25, 6:13, 68:25, 69:7, 78:14. 79:8. 79:21. 80:8, 81:16, 82:1, 88:24 89:23 90:7 95:25. 96:7. 99:9. 19:9, 15:14, 15:15, 103:3, 199:9, 15:20, 1 :21, 54:22, , 106:3, 59:12, 71: , 109:4, Agril[m- 5:6, 77:25, 108:8 1 : :6 111:9 112:2 114:2,114:10, 112:15,118:5, 11 :12 120:9, 126:1 APRIL [1] - 1:18 ASSOCIATION _1 - ARE -4:1 1:10, 2:12, 2:14, arising lg] - 62:27, 107:12 m Arms I21-5:14. 5:18 5:14. 5:18. 5:24 arose - 1 :4 ananged [1] - 46:10 arrives [1] - 46:8 artful [1] - 87:29 articles [9] - 17:26, 17:27 18:1 18:2 18:3, 18:4, 49:5, Q As [11-3:8 aside [1] - 85:17 6:27, 7:9, 7:17, 72:3, 85:10 87:10 96:25 association's [11-17:11,18:8, 2:9, 88:25, 99:5, ,, 6 assumgtion [11-68:9 assurance [:1-69:27, E assure [1] - 39:24

136 AT[51-2:13, 5:1, 19:11 132:8 attached [:1-87:23, :13 attachment [2] - 11:20 attachments [1] - 92:3 attemgg [9] - 38:8, 43:2 81:17 81:18 E2 attemgted [2] 81:14, flll attend [21-36:15, attendance [1] - 117:3 attended [:1-31:25, 32:9, 45:19 attendinglgl , 1 audio :27, 29:9 audit [15] - 70:4, 70:13, 70:16, 71:7, 71:11, 71:19, 71:29, 72:1, 72:14, 72:20, 83:3 83:13 83:23 94:3, 95:22, 129:4, 128:6 128:9 audited 12] - 95:20, 117:27 auditing [g] - 70:16. E AUDITOR [21-3:13, E auditor 12]- 20:6, 72:27, 73:10 74:19, 75:26, 76:3, 77:2, 77:14, 81 :27, 89:8, 83:27, 117:2 auditors :24 75:16 75:20 82:3 92:19, 99:17, 94:21 AUDlT0RS[11-3:9 audits [91-73:11 73:13 82:19 82:25 92:21, 93:7, 94:2, 94:19 109:25 August [1] - 57:10 authorlg [11] - 21 :9, 24:2, 27:3 27:9, 27:14, 97:1, 1fl:26, , 117:4, , authorization [ authorize[11-112:20 authorized [ _] - 15:2, 32:24 :3 37:1 74:18, 76:9 available [191-8:2, 20:9, 23:11, 28:2, 85:26, 99:25, 99:27, 100:14,101:12, Avenue [2] - 17:14 E average [11-120:8 awaiting [1] 83:14 aware [23] - 14:6, 24:25, 24:27 29:10, 45:12. 51:24. 58:15. 59:18. 69:17, 79:26. 94:25 96: Q103: , 104:7, 197:10, 110:1, :9 113:13 114:8 awhile[ ]- 192:6, 117:19,122:15 Axem-31:12 B.C [1] 98:12 background [3] - 5:23 84:12 bad1z]- 25:12, 117:22 bankers La] - 39:22, 39:23 40:9 base [1] - 88:8 based I1] - 8:14, 26:7 68:8 85:13 87:11 90:15, 97:19 basesm - 79:26 basing [1] - 60:19 basis : 1-14:9, 22: :27 79:8 79:11 79:20 79:2 2:21 112:10 127:20 batch in - 102:12 batching [1] - 39:26 became [J9] - 6:21, 29:39, 51:23, 52:1 72:9, 72:17, 120:16, 123:2 124:13 129:16 become m - 7:27, 8:13, 26:11, 29:8, 70:21, 199:2, 104:7 becomes Lg] - 27:8, 9 becoming [1] - 7:99 BEEN [1] - 4:18 began [11-89:17 behaif[g1-5:17, 17:2, 36:5, 78:19, 78:14 1fi:19, behavior [5] - 80:26, 89:20, 69:34, 90:1, 91 : be ief 1] 92:9 126:6 gelieverm - 126:5 boilerplatej1] belowm - 50:10 book 21-7:4, 13:14 BENCH 111-1:3 bookkeegrm - 16:8, benefit [1] - 127:25 69:3, 70: :1 bes.l2 ] - 12_:12._ 12:15 26:1 28:8 40:18 48:1 49:10 49:23, 51:8. 53:16. 81:25. 70:11. 70:14. 74:8, 79:12, a4:g4 90:21 93:27 94: : :7 better [2] - 91:27, BETWEEN [2] - 2:16, between [19] - 22:26. 34:14 46:10 73:25 79:1 95:5 102:11 115:2 115:4 124:5 Bevens [2] - 73:7 86:1 95:3 95:24 97:2, 97:25, 124:22 beyond [2] - 85:14, E biathlete [1] - 74:25 bifocals [1] - 14:18 big Lg] Bill [5] - 6:6, 6:12, 9:18, 10:10 bill :11, 106:16 bindera] - 7:7, 41:27, binders [1] - 39:22 binding [1] - 5:18 bitm] - 26:11, 28:4, 29:14, 37:22, 38:27, 111:2,114:18, 116:1 Blairm 9:16, 10:14 10:22, 129:4 blown 11] - 72:20 board M] - 8:17, 12:19 16:10 17:3 26:2 26:3 26:4 37:1 37:2 42:11 barman; E bookslzj - 15:17, 36:20 boss [1] , 124:26, 129:9, , bosses_u1-125:3 bottom L3,] - 50:22, 57:12, 7:10 bound 51-40:11, 42:21, , bog [11-31 :1 boxes [3] - 39:22, 39:23 40:10 Bracketm - 9:20 bland [1] - 126:9 hreak11]- 120:1 BRIEF La] - 98: :23 120:4 bri mm - 6:4 43:20 55:21 80:18 81:15 84:2 84:5 69:11, 88:22, 90:24, 96:25 97:7 97:11 97:17, 98:1, , 107: :27 110:25 116:2? 117: :16 boardroom [J] - 19:18 boards [2] 8:26, Cert 7' fied Court Reporters bring [31-99:1, 52:26, E bringing [1] - 94: _. 11.w_ :15,110:3, 112:11 brought lg] - 5:15, 6:18, 14:11, 51:12, 51:15, 53:9, 69:14, BUDDO [1] - 1:8 Buddo [1] - 9:21 build [1] - 126:10 builds [1] 90:2 bunch [1] - 17:23 burgung [1] - 24:9 business [,5] - 8:8, 14:22 80: 6: busy [:1-32:18, 34:9, 35:9, 41 :4, 93:10 buttons [11-28:15 BY - :2 BYLAW : ] bylawmj - 17:7 27:1 51:20 52:25 53:8 55:18 55:22 56:14, 59:19, 59:23, 91:17, 64:8, 64:14, 66:17 71:27 78:26 78:27 98:11 195:10, , $ BYLAWS [1] - 9:4 bylaws [1151-4:9, 8:3, 9:2 9:3 15:24 15:25, 16:17, 1 :, 18:12. 20:18. 25:21. 26:14, 36:24, 49:9, 40:6, 47:24, 47:25, 48:4, 48:5, 48:12, 48:19, 50:24, 91:13, 91 :17, 52:3, 52:6, 52:9, 92:14, 52:27, 5 :1 3:6 5 :24 54:1, 54:2, 91:6, 54:14, 54215, 54:17, 54:18, 55:10, 95:12, 55:24 55:26 56: :19 :22 61:14, 61:16, 9915, 92:17, 62:19, 65:16, 65:22, 97:5. 67:7, 71:13, 71:20, 81:11, 83:24, 99:19, 92:16, 92,'20, 92:23, 92:24, 92:27, 93:12, 99:15, 95:27, 99:5, 103:5, 195:3, 104:8, 104:9, 104:19 104:27 195:7, , , 19924, , 106:2, 106:4, 109:5, 107:5, 122:25 123:1, 123:9, 123:8, 123:16,12,3:17 124:2, 124:7 124:19,125:1, , 125:24, 129:2, 126:8, 126:17, 127:9, , 127:17, 127:27, 128:6, 128:24, 129:9, 129:2, C C51 - :13 Canada L3] - 4:19, 7:12, 7:29, 55:26, 56:1, 56:24, 59:26, 57:15 58:7 59:12 61:20, fi:7 64:19, 65:24 66:11 66:25 67:8, 97:19, 67:17, 67:18, 7:21, 68:2 68:6 78:21 80: , 105:15, 105:20, 106:8, 110:10,111:11, 113:14,113:1,

137 114:1 124:10 CANADA [1] - 2:26 CANADA'S [1] - 1:15 Canada s1 ]- 5:14, Canadian [5] - 6:8, 24:24, 60:10, 69:11, 9:13 1 :14 cancel [1] - 86:18 cancelled [11-85:21 cancelling [1] 57:24 candidate [1] candidates [1] - 81 :1 canno;[; 1-124:1 cagabili_t_1u2] - 25:25, E cagble [1] - 109:20 cagclties [1] 5:11 cagciym - 5:12 cagital [5] - 7:12, 11:16,11:27,12:18, 11 :20 care [5] - 23:21, 81:20, 90:20, 116:10, 3 cagts [1] - 24:9 carries :9 case [15] - 15:7, 16:7, 25:18, 30:14, 44:25, Wiflfli. 78:12 82:19 L1_4.i2 ~' :2? 1 :9 111: 1 14:4 cash [1] - 69:10 categories [2] - 8:12, 1 :10 caused [11-29:14 causing [1] - 64:1, 6 cautions [1] - 97:15 ceasing [1] centml [1] - 125:18 CENTRE [1] - 1:5 century [1] - 126:5 CEO[11-125:7 certain [19] - 17:18, 25:15, 33:27, 47:8, 68:4, 69:25, 84:15, 54:25, 96:9, 155:1? L0. 19:3, 35:2, 33:11 34:29, 37:5, 42:25, 47:14, 48:9, 64:27, 76:25, 77:9, 79:14, 75:17, 80:5, 85:18, 91:1, 95:25 108:11, IE certaingm - 17:19 certificate [1] - 6:16 CERTIFICATE [1] - E lj.l; 112:14 certi - 1 3:4 chalr[1-50:24 chairing [1] - 123:1? challenged [2] - 93:13, 93:25 chance [2] - 22:11, 1 0:12 change [22] - 14:26, 26:11, 53:1, 53:7, 55:8, fi',25, 55:25, 62:16, 67:23, 55:25, 86:13 94:12 111:4 1 11:12 122:4, 124:1, , 127:11, 127: changed [3-26:5, L2$2_Q changs la] - 4:11, 6:8, 24:3, 27:21, 29:15 47:12 :12 48:19, 51:20, 51 :25, 52:25 55:19 55:23 60:18, 61:15, 65:17, 65:15, 65:22, 66:18, :2? 124:22 126:2 127:5 127:7 129:25 CHANGES - :4 changing [5] - 47:15, 53:13 105:21, 129:7 characterization 1;] - 80:24, 95:5, 117:14 J; 5 characterized [1] characterizing [1] - 5 charge [21-70:18, E chartered [11-70:24 cha ' BL2. check [3] - 2:4, 41:22, E CHEC - 4:17 checked [1] - 112:18 chegues [2] , 11 :3 chief [21-96:26, 110:4 chosen [1] - 101:13 circumstance 12] - 81:3 81:12 A.C.E. 4 circumstances [1] - 25:14, 27:18, 41,1, 52:25, 55:1, 96:1, E citing [1] - 27:11 Ciy [J] - 133:8 claims [1] - 81:24 Clare [9] 5:4, 9:14, 19:16 34:14 72:4 78:25, 75:4, 100:12, :27 clea - 7:4 clien [1]- 30:25 clienm [2] - 102:22, 131 :15 clggging [11-24:11 clubs [1] cognizant [1] - 61 :9 COLGAN13]- 1:7 Colgan la] - 9:22, 1 57:5, 88:21 flflfl 120:24, 133:4 comgleted 11] - 55:9 comg iance[z1-78:20 79:2 comglied [23-27:15, 7943 comglies [3] - 130:6 comglying [1] - 21:15 comgosed [1] - 55:17 comgosition [1] - CLARE 5] , collaboralivebg [3] - comguter [5] - 39:14, 1115,2115, 5:1 53:15, 94:15 40:11, 55:14, 46219, 3&4 color[1]- 112:5 47:11 60:8 60:25 Clare's - 41:1 commbia - : , :17, 10:13, 10:16, concern [5] - 72:19. 99:1,1Q2:13 110: :2Q, 92:18, 94:4, CLARE'S _ comfortable [1] clarification [2] 12 :26 concerned :9, 77:15, 78:25 coming[3_1-35:11 6:12 45:3 59:10 clarify [3] - 78:18, 41 :13, 81 : , commensurate 121- clan in - 13:7 24:1 24:22 6 clari - 129: 6 commons [1] - 52:5 n - Clark um 9:16, committed :26, :20, 30:8, 51:7, _g;_2_3_ concerns - 4 :1 31:15, 31:24, 32:25, 33:9, 33:13, 55:5, 58:7, 38:12, 41:3, 42:10, 45:1, 43:17, 44:26, 45:13, :4, 54:11 87:22 87:26 88:5, 59:3, 85:13, 85:18, 89:21, 90:8, 90:25, 1m:5, 100:5, 101:5,101:12, 1 14:11 116:4 116:5,115:7, 121:9, 121:15 122:9 CLARK S [21-2:19, E Clark's [12] - 30:1, 30:23, 52:11, 32:21, 33:15, 53:25, fi:17, 35:23, 38:10, Q11, 91:17, 115:5 CLARKE [1] - 1:7 class [2] - 6:17 classes [3] - 5:7 Claude [:1-9:22, 87:9 88:21 CLAUDE [1] - 1:7 cleaned - 4 :22 cleaningm - 128:22 clear [15] - 12:5, 75:15, 81:11, 9826, :12 110:15,125:16, committeem] - 11:3, 12:20 13:5 15:1 15:22, 16:11, 20:14, 43:21, 1Q5:10, 123:5, 123:18 committees [2] - 80:10, 1@:18 common [a] - 55:24 94:16 99:17 99:23 112:25 communicate 1;] - 86:21, 1Q7:15, 121:14 communicates [1] - 35% Communication [1] - 7; -3 communication [2] - 65:14, 55:15 COMMUNICATION [1] fi1_2. Communications [1] - E communications [1] - I_4_ camgny [1] - 31:12 comgrative _a_] - 2 :4 20:7 68:26 comgnsation [11-11$ com Elation - 7 '1 comglainls [1] - 25:15 comglete L5] - 23:15, 129:9, 125:22, 118: Reporting Services Inc. concludes [1] - 132:7 concun-en; [1] - 89:5 concurrenm [1] - I? conducnz]-121',11, conducted - 2: 1 E confess [1] - 28:13 confirm [gm - 5:4, 5:10, 15:13, 17:24, 18:19, 51',1, 61:25, 2.fi;fl.. 113:25 122:1? 1.LNI 1:: HI confinnation [2] - 5J1_14._ conflict [5] - 27:9, 27:11, 52:3, 55:5, 93: :15 confllcting [1] - 27:13 confused [1] - 97:26 confusing [2] - 55:15, 5 confusion [1] - 61:27 coniecture [1] - 76:6 consensus - 2 :2 E consented [1] - 56:6 consider [2] - 80:3, E consistent n] - 23:14, 49:7, 101:3 consolidating [1] -

138 consolidation [2] constituted [31-84:23 86:9 89:10 consultants [11-24:5 consultations [1] contact [5] - 60:2, 19 :20, , 106:2? 109:7 contacted [2] - 60:5, IZL2 contain 3] 22:21, 39:25 60:6 88:14 contained [1] - 9:2 content [1] - 52:22 contention [1] 119:2 continuation [1] continue [5] - 26:27, 52:5, 55:4, 82:24 continued [21-7:19, 222 s2neanum;2z2. 81:24 123:2? control [21-46:19, 122:13 controlled [1] - 125:18 controversy [2] - 99:14, 96:18 convene - :25 conversation 3] - 89:2 89: 11 :2 conversations [1] - 126:21 RlJ._ 1QL2 cogies [19] -19:19, 35:24 43:22 44:27 47:19 95:14 109:5 109:8 109:10 115:8 COPY[_I,[ - 2:21, 3:17, 3:20 :24 cogy [21] - 7:4, 13:21, 13:23 48:20 49:25 63:22, 77:7, 77:19, 77:23, 78:7, 90:1, 90:4, 91:11, 98:19, 99:26, 111:17, 113:21, 130:2, 130:15, 1:10:17, comers [2] - 42:22, 1222 corporate [1] - 101:18 coggoration [5] - 7:12, 57:18 57:26 61: Corporation [:1 7:20, 65:24, 66:11 Coggcrations [221 4:10, 7:13, 56:24, 56:25 57:15 58:6 59:12 61:20 64:7 64:19, 97:8, 67:21, 68:2 68:5 78:21 221LJ :1 106:8 110:10 111: CORPORATIONS [1[ correc [31[- 5:20, 7:1, 7:18, 8:5, 19:5, 10:9 10:12 16:1 17:15, 21:23, 42:16, 43:24, 56:3, 57:3, 63:24 64:17 65:27 i2jfifll :15, 69:27, 69:26, 88:10 94:5 101:21 102:7, 192:9, 10 :23, 107: corrected [5] - 7:9, 63:15 64:21 93:14 corrections [1[ - 15:8 correctlve [;[[ - 56:3 correctly [2] - 21:26, 2232 correctness [21-70:8, 2215 corresandence La] - 30:17 30:18 34:14 58:8, 58:9, 9:16, 110:10 111: CORRESPONDENC Em - 2:16, 34:24 cos [1[- 71:12 counsel [5] - 46:11, 76:9, 115:4, Counsel's [1] - 2:4 COUNSEL'S [11-4:17 count [5] - 9:25, 114:12 114:15 114:20 county [ [ - 20:22, couq[ [ 81 :17, 94:26 87:11 92: couple [I] - 8:19, 25:3. 32:18. 60:12. 61:1, 99:22, 129:21 course [15] 8:29, 17:20 18:10 20:19 22:17, 22:22, 28:3, 28:8, 28:19, 34:20, 5 95:25 36:2, 39:9, 60:6, cou - 77:20 COURT [5] - 1:2, 1:3, 66:9 79:19 Coug[_3_[ - 1:25, 5: create - 5 :9 created [11] - 6:16, 22:14 54:21 54: : 131: :31:21 l2l2z CREATED [1] - 9:27 creating [2] - 58:12, 1222 creation [1] - 107:26 Q Efla;l2. 133:15 cuff [1[ - 36:25 22Esnyfl1;E21. 9:9, 9:11, 9:13, 13:13 14:15 54:18 95:24, 96:12, 73:25, 84:2 85:6 104:2? 106:5 120:13 2! H!8um;2E22. 46:21, 47:4 custom [11] - 26:18, 26:23, 27:5, 27:12, 53:4, 53:5, 53:7, 71:21, 71:26, 72:17, 93:10 93:12 93:13 93:15 93:22 93:24 customam [1] - 27:8 cute11[- 131:23 D D-4[g[-4:11, daily [21-20:23, 39:3 Darlene [121-9:19, 43:16 44:1 89:18 222LJflL 222_ 116:7, 121:9, 121:15 122:9 DARLENE[1[ - 1:7 data [2] - 39:27, 88:27 DATE[;[[-3:9 date - 2:2 :2 34:6 41:21 45:22 47:1 50:1 51: 56:27 57:10 61:23 73:14. 73:15. 75:16. 75:20 12 :3 Dated -13 :8 dated [ - 5:5, 48:14, 68:1 68:13 68:23 DATED [2] - 3:7, 4:6 David [21 6:24, 87:5 Davidow [1] ~ 71 :4 DAY[g[-1:17, 1:18 days [1] dead [1] deal [:1-26:18, 60:27, dealing [2] - 95:2, 1222 deals [:1-78:20, , 116:19 deal; [21-1g4:15, ufl;J2fl 2 18:17 18:23 19: DEBT [2] - 2:11,19:_8_ decades [2,] - 92:22, 222 December[g_[ - 110:22 110:23 decide [1] - 126:17 decided m - 16:29, 17:9 27:16 84:24 86:13 :1 116:23 decision [:1-99:18, 96:20 117:10 decisions [11-94:13 declaration [1] deemed [1] - 125:25 defeat [11-76:16 defeated [1[ - 44:2 DEFENDANTS [1] Defendants [1] - 1:23 deficiency [2] - gm 222 define [1] - 15:23 defined [1[ - 16:23 defunct [1] - 6:21 delay [1] - 38:5 delegte [1] - 109:26 deleggted [:1-20:21, 20:2 1 9: 7 deleted [1] 99:5 deiivered[1]- 31 :10 delivey [:1-30:25, 2222 demand [1] - 72:26 demands [5] - 40:16, 92:1, 92:2, 100:25 democratic [1[ - 12 :27 demggraghic [1] denied [1] degarted [1] - 25:4 degndent [1] - 81 :1 de se - 8 :6 deposed [11-77:19 describe [2] - 84:19, 2132 described [1] - 116:11 DESCRIPTION [2] - 2:8, 4:4 designation [1] designed [1] 17:9 desire [11-72:19 desqite[2] - 81:23, 2222 destmctive [1] - 125:27 delzailm - 94:7 detailsm-115:27 DETERMINE [2] - 2:10, 1927 detennine [2] - 18:27, 1212 detennined [1[ - 39:19 develogd [1] - 71 :21 develo9n1en [1[- Z221 dialggue [1] - 81:19 dies [1] - 93:14 differ[:[] - 2:4 DlFFEB_ [1[ - 4:17 differences m - 124:5 differen [1g[- 6:23, 8:7, 8:11, 56:13, 61:10, 79:15, 74:19, :16 110:17 112: difficu -125:1 difficulties [2] - 29:4 221 direcglg] - 31:19, 32:24, directed [2] - 83:25, 1 :12 directing [1] - 73:29 direction [51-71:8, 71:9, 198:24, 119:3, directions [ - 32:21, 33:24, 65:2, 88:14, 199:23, 107:3 directive [2] 89:12, 129:18 director[z1[ - 4:8, 19:11, 25:17, 36:12, 37:17, 49:17, 48:26, 52:14 53:21 58:12 79:13, 89:16, 86:3, 96:22 99:20 100:2? 103:3 103:6, 103:9,

139 10 :27 110:3 Tdischarge[1-80:14 DIRECTORS [11 - discigline [5] - 97:2, 2:22 3:21 directorsngaj - 4:12. 8:18 8:1 8:2 8:23, 8:24, 8:26, 9:2, 9:4, 9:6,9:11 9:13, 9:27, 10:2, 10:26, 11:1, 13:2, 13:9, 13:16, 13:25,14:12, 15:23,16:10 17:3, 21:10 21:22 :22 23:27 24:23, 27:27, 29:14 33:2, 35:29, 36:18 37:1 37:2 ififiklfl. 41:25, 42:12, 43',11, 43:23 49:17 49:26 52:19, 53:11 53:19, 55:6, 56:20, 56:21 57:25, 58:1, 59:5, 60:16 61:1 63: 65:5, 67:25, 69:4, 79:22, 71:9, 72:12, 72:16, 72:26, 73:4, 73:22, 73:26, 74:9, 74:12 74:27 75:2 75:8 76:4 76:10 78:14, 79:26, 80:9, 60:18 81:15 84:3.3fl2 i._8fl._ 88:22, 89:19, 99:22, 90:9 91:8 91:15 92:2, 94:8, 99:11, 96:16 96:19 96:26 97:7 97:10 97:12 97:13 97:14 97:18 97:22 98:2 98:5 98:12, 98:29, 98:29, 99:27 100:1? 107:2 107: , 110:21, 119:25,111:1, 111:5 111:12 112:1,113:27, 116:27, 117:9, 121:11, 124:1 124:19, 125:14, 127:6, , 128:19, 129:16, dim [1] - 122:23 disa ree -11 :1 disagreemen; 1]- 2&5 disa9qointed[11-121:25 discarded [1] - 29:1 97:5, 97:21, 97:22 disclose [2] - 85:3, E disclosure [1] - 88:3 discretion [1] - 40:17 discretionagg [1] - "Bi discuss [5] - 99:27, 93:4 93:12 94:22 115:27,117:7 discussed [:2] - 13:7, 33:15, 69:20, 96:4, 96:10, 100:2, 1fi:22, 116:14, , 119:19, , 127:3 discussinglzj 117:1 117:16 discussion 1;; - 37:19 45:7 91:1 DISCUSSION [5] - 43:9 64:4 98:16 _1.1_3;2A._1_ 2I. discussions [9] 26:5 34:16 45: :27 115:14 DISCUSSIONS [2] - 2:19 34:27 disgruntled [11 - E dishonest [11-85:2 dismal [1] - 24:8 dlsgute [11] - 35:23. 35: 7 :2 :7 80:11, 80:12, 89:19, 80:19, 80:25, 81 :13, E disseminated [31 9 disseminating [:1-82:9 89:17 121:24 distribute - 7 :22 distributed - 91: distributes :19 distribution [1] ~ E division [13-84:2 document [11] - 41:24 50:22 51:17 fl 68:2 97:9, 87:11, :26 documentation [1] - E documented [1] - 2 :13 DOCUMENTS [21 - A.C.E. 6 2:20, 35:2 documents [55] - 7:23 14:4 17:24 22:7, 29:12, 22:21, 22:25, 23:7, 24:29, 24:27 25:5 25:8 25:16, 34:2, 34:19, 35:5 35:13 35:24 36:19 38:2 38:25 39:9 39:25 40:3 40:22 41:6 42:5 42:8, 43:2, 54:20, 69:24 73:6 92:1 99:9,101:9, 102:12, , 109:9, 109:10, 112:8, 112:12,112:27, 113:6,113: :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 80:18 82:2, 83:5. 84:3, 90:23, 92:22, 94:13, 94:19, 97:9, 97:27, 98:12 105:14 musgfl. 123:12, 123:13, 12 :18 k S.n1i12 doubt [1] - 30:14 down [91-28:26, 31 :4, 1% dra -4:7 13:27 14:3 15:13 41:25 43:11 48:17 48:25 58:21 5 : :24 drafted - 8:25 drafting [1]- 129:1 drafmm-123:10 driven 51-26:2, 52:19, 53:21 driving [1] - 65:1 drog [1] 53:7 drunk 1]- 97:11 due [1] - 29:12, 35:8, E 90:29, 1g9:6 dumgj - 11:15, 84:22, 69:9, 85:7, 86:9, 89:10 duration :1 durin - 2 ' 28:11, 43:16, 69:7, E duties [1] - 23:19 dug [a] - 23:21, 81:19, :24 112:2o edi:-.1-49:17. _ E "$ s [9] - 99:19, :t._q emotion [1] - 99: !!! - i'.81-_3'/le. 1 36:16 75:7 127:14 edition [2] - EDMONTON z] -1:9, Edmonton [53-17:13, 20:23 36'27 41:13 112:10 133:6 effecg [15] - 16:26, 29:23 :1 87:15 88:1 88:16 89:11 91' 4:12 6:11 104:10, 1%-12, 113:8, 127:1? efficient 1]- 24:21 effoma] - 28:4, 102:23 102:25 '=_ff I. '1_5.1 li.. 49:23, 79:12, 84:24, am eighg[1]- 106:20 eitl1er[1]- 53:7 elaborate - 7:27 electm - 10:2, 95:17, E elected [19] - 9:29, 10:18 13:10 13:11 1 :27 :7 98:4 99:11 99:12 191:7,110:2,110:4, 110:25 130:25 JEZQ election [5] - 61 :1, 99:12, , 110:23,111:14 elections [3] - 110:24, 1 1 1:7 1 11:8 TAT. electronic [9] - 28:16, mg electronilm [5] - 18:9 119:24 119:25, 130:19 ill [21] - 31:23, i5b3 50,'6, 90:21, 91:7, 58:16, 68:1, 68:9, Reporting Services Inc. 79:19, 76:24, 87:23, 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] - 15:27 enablem - 98:8 enabled [1] 89:14 enacted QI19 enacting [1] - 54:7 end [2] - 88:18,107:9 endeavorm endeavored [11 - E ended [21-61:1, L10 ending [1] - 82:26 endorsed :12 engage [51-26:3, 73:10, 81:18, 97:21, 131 :14 engaged in - 23:26, 74:9, 75:16, 75:21, eeamw ENGAGED '11-3:9 engagement [5] - 79:9, 70:4 77:3, ENGAGEMENT 11] - ézfl enggging [,2] - 88:2, L326 ENSURE [1] - 4;19 ensure [111-2:5, 24:17, 27:26, 29:9, 39:5 :2 70:14 70:17, 72:7, 74:1, 105; ensuring [2] - 29:12, Ltfl enteri;,1-50:8, 67:1, JLZA entire [3] - 10:16, 10:20 1 :13 entitled [5] - 33',1, 33:3, 33:14, 197:4, 131:16 entitlement [11-119:7

140 Eric]z] - 31 :4, 31 :5 Erickanfij - 9:16, 29:29, 30:8, 42:10, 43:17 44:26 45:12 45:22 87:22 89:21 99:8, 90:29, 121:3, 121 :15 122:9 ERlCKA[11-1:7 errorlgj - 58:2, 62:12 escags [11-47:2 es clal - 44:9 Esgm-1:21, 1:22, 123 essence [5] - 97:17, 91:6 101 : , 131:9 established [3] 25:22 26:23 27:5 etc1z]- 15:10 events 91-43:1, , , EVIDENCE [1] - 132:8 evidence :19, 75:24 100:11 102:20, 119:19, 117:22, 117:24, 118:24,118:29, 119:2 11 :5 evident [11-32:12 exacg[1]- 120:7 exac - 62:21 62:22, 113:11, , 121:23, 123:15,126:15 examination [3] - 83:5 120:2? 132:7 EXAMINATION 11] examining [1] - 86,'24 examgle [5] - 8:8, 20:27 :10 :13 74:24, 95:7, 107:26, 12;: excel en_t, :10, H23 exceg [:1] - 17:8, 36:27, 54:24, 97:13 excei_'g :6 exclude 1:] - 43:12, excuse - 11 '1 executive [92] - 10:18, 19:19,11:2,11:3, 11: 11:9 12:2 12:20 12:22 12:25 13:4, 13:8, 13:13, 13:18, 13:27, 14:4, 15:1,15:22,16:10, 16:17, 16:25, 17:2, 17:6, 20: , 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 90:24 91:13, 92:4, 92:9, 95:29, 36:27, 99:8, 39:20, 101:6, 107:2, 109:1,110:5, 11 :1 117:5 117:8, 117:1, 117:17,12g:21, 124:12 128:18 129:11, 1323 Executive [5] - 11:16, 11:19,11:27,12:18 exhibigra - 48:7, 50:9, 6721, 89:10, Exhibit [15] - 11:23, 30:6, 30:23, 48:22, 56222, 37:12, 57:14, 59:11 0:15 67:11 86:23, 87:6, 88:3, :26 EXHIBIT [5] - 4:6, 4:7, 4:9, 4:11, 48:14, 48:25 67:7 111:2? EXHIBITS [1] - 4:2 existing [1] - 57:19 exiss [A] - 36:3, 47:27, 54:9, 105:19 exgtations [1] - 103:1? exgcted [1] - 129:21 exgecs [2] - 190:27, 1922 exgnse [1] - 113:5 exgrlence [1] - 93:8 exgrtise [1] - 70:10 exglainrz] - 11:5, 12:7 exglained [1] - 71 :24 Exgress m - 31:12 ex ress -72:1 QLZ exgressed 11] - 10 :10 extra [1] - 33:1 extrernel\r_[z1-46:23, E face - 24:1 5:15 Facebook ['31-88:7, 89:3 121:12 faciiig 1]- 36:22 fac - 15: 17:25 58:13 65:14 65:20 80:10, 81:18, 85:3, A.C.E. 7 85:15 86:15 91:7 93:18 94: :15 FACT [1] - 3:2 facts m faded 11} - 103:11 fades m - 93:14 failed [2] - 80:16, 8219 failure [2] - 85:2, 9521 fair [13] - 7:24, 17:20, 39:10, 49:2, 49:6, 49:9 84:16 92: : :10 115: faim [5] - 9:3, 60:13, 69:6 91:1 12 :7 faimessm-104:19 faith [3] - 23:23. 28:9 53:18 63:26 84:5 99:21, 94:6, fall [1] falls [1] - 27:12 false [51-99:21, 82:10 82:11 116:6 familiarljl - 22:20, 41:21 :3 110:27 127:1 fami - 126:24 far1z1]- 21:24, 23:2, 25:27 26:9 29:4 35:27 41:10 45:3 49:3, 53:10, 69:15 74:2, 83:19, 85:14, 90:7 1 :15 109:5 193:9,113:13, 116:8 129:21 fatheru] - 113:1 fa:_t[11 113:21 Februag [9] - 26:19, 29:21 30:2 84:11 84:19, 85:5 fee [51-8:4, 8:6, 8:10, 8:11, 8:16 fellow [11-6:6 feign] - 86:2 few [51-39:2, 43:7, 55:27 102:13 111:3 fiduciag [19] - 22:5, 23:21 53:18 74:6 81:21 84:1 90:20 94:7 101:1 127:23 field :10 FILE [1] - 1:2 file [1] - 50:2 filed [51-54:29, 54:24, 77:20, 77:23, 77:25, 78:7, 113:14,118:15 files [11-39:14 filthy [1] - 24:8 final [g] - 83:14 125:26 finalized [1]- 14:5 finances - 6 :5 79:8, 94:19 financlal :4, 20:7, 68:26, 93:2, 69:7, 63:16, 70:19, 70:26. 70: : :14, 71:23, E25, 95:1 117:2? 128:10 fine [5] - 15:12, 53:4, 72:23, 129:21 fingeng] - 22:16, 2915 fingers [11-9:25 finlsh [2] - 82:21, 8329 finished [1] - 87:18 Flre [:1-5:14, 5:18 FIREARMS [1] - 1:10 Firearms [191-5:24, 6:27 7:8 7:17 90:10, 72:3, 85:9, 97:10, 96:24, 130:14 firearms [5] - 6:8, 9:15, 6:17, 6:18, Zflzé firm E] - 70:24, 71:3, Z$2 firms [2] - 74: firstugj - 18:26, 24:1 44:9 48:8 50:22, 52:19, 67:10, 102:11,111',21, 120:15 fiscal [1] - 69:8 fig[g]- 127:11 127:12, 127:13 five [5] - 79:4, 79:7 103:26 131:6 131:29 FIVE [1] - 3:29 flashing [1] - 122:22 flavorm - 91:26, 93:7 flawed [1] - 63:25 flig9ingm- 127:19 fi ure -12:2 fiows [1] - 69:19 33:23 40:24 78:11 flying [1] - 73:27 llgfi folks [1] - 86:15 figures [1] - 72:3 followlal - 27fi,_ Reporting Services Inc. 53:27, 71 :27 followed [5] - 29:23. 54:24 72:24 97:23 following [191-23:18, 23:19, 38:9, 38:21, 43:26 52:26 55:5 72:10, 74:4, 31:5 FOR [5] - 2:20, 3:1, 3:6, 3:25, 4:16, 35:2 force - :13 87:15 88:16, 194:10, 104:29 foregoing1z]- 81:15, 1 3:4 foresee [1] - 52:3 for-mtal - 4:11. 26:1. 36:29, 55:25, 111:27, formal [1] - 117:18 fonnerm - 27:19, 103:9 124:12 forth [5] - 37:22, 113:9, 122',12, forward [gm - 6:21, 25:23, 26:6, 43:19, 44:8, 59:2, 63:26, 71:10, 74:22, 91:2, 103:2 103: , 103:21, , 119:21, , 127:7 forwarded [11-34:2 foundation [1] - 68:8 founded [11-43:4 founding [1] - 6:24 Fournier[2 ] - 16:13, 24:4 32:10 32:20 33:16 33:25 38:7 46:1 46:3 46:19 47:9, 97:3, 102:15, , , :21 109:27, 113:20, 115:18,116:21, 117:22, 118:24, L 0:1 Foumier's [21-114:23 117:2 I: fragmented [11-11 :27 fragments [11-25:16 frame - 7:12 franku [ ] - 24: , , , 124:6, 12 :27 free -92:17

141 Z-_ 8 fregueng [1] - 20:24 glance [1] - 54:4 29:27, 30:22, 2:1, hope [21-1 :1Q, 1 fre Lien - 74:23 glasses :17 33:19 34:10 34:19 106:15 indexed [11-116:1 1_23:_7 goa m-24;2o 41:18 42:1 42:13 ho ful -50:6 indicate [11-85:26 FROM[z] - 2:25, 3:7 ovemance - 6: horrible 12] - 24:10 indicated 12] - 36:6 fron;[ ]-43:14, 61:21, 97:17, 43:4 43:14 45:19 hours (51-31 :3, 0 43:15. 50:22. 50: : :11 45:7 125:24 indicates 01-33:0 57:4,77:17 125:5,125:12 48:10 4 :1 :24 individual 0.-5:12 fulfilledul - 103:4 governing [1] - 14:7 49: individuals [Q] - ' 6:7, full :25, 53:1, government[2] - 5:11, :13, 33:17 51:12 54:25 71: :20 74:11 32:2 goven1menta m- 65:17 55:7 53:22 67:18 72: Industmm-55:25, 35:7 33:3 94:21, 11 : :1,55:25, 57:14 9gn5,11422, gradayons01 7m15 5&1? n7,57n3,3720, 114:24 grantedm-6:17 fulhz :9. 80:4. greagm - 125:5 E gross N] _ 12a:16 77: :26. 19:10. 19:11 info;-mm _ g-11 fumble m - 23:14 9,0000 0, - 27:13 EflJ 4lJ1 fl- m1_q1_ns121l>:si._ 35$ flllllfe grounds [1] - 62, groug[2]-84:24, m 15:5 22:21 27:24 fuggyu] Qfl9»1QEl $3 29n gefie00.-12z1a 22 2 Hnm9y22 L3;11E 2 37m,4322,4g23 G grown [1]- 12o;13 102: :6, 4_B_:2, _ 49:13, guess [11-11:25, ma 11 u 50:15, 73:5 30:5 gagm-23:3 23:9 15,15 31:13 35: :5, 115-,13 33:2 92:2-15 gagsu] afl ,3, 1uLLJ1 d9. inifled - :25 99n7,ga13 gathering 01-35:13 g,,,da,,c,,m_32,20 1&5» im -92:3 100:14 1g1:11, general g,,_,,s,,,_,25,0 Lzfiflu impgnancem-72:5 107:3 103:22 13:15.13:17.15: =_1Q 39&_ 35:10 35:11 109:12 115:10 15:24, 13:25, 15:27, H 51- irnwrtan; :3, Information 1;: , 17:4 21:5 21: J3-14» $23 7:5,3g:3, 7_:a 24:10, 24:17, 30:13, HA0"-T -3; :14 54:25 35:2 infonnedm-105:3, 32:9, 33:4, 35:25, Hage,,u,_9;10 37:2,, 40:19, 43:21, D-1:1 =2 imgressionm-16:14 infon11ing[1]-118;21 43:12, 52:15, 3:10, 030,2, _ 110,25 hl -1 imgre5sions[1]- ing11] 35:11 55:25 52:5 53: : _6_2:_12_ initial[51-61:8, 75:13, 63:11, 64:24 g:13, 70:23 71: :26, 91:26, 93:21 96:21, 97:19, 1Q9:14,112:17, 12 :1 1 :14 generaly m - 8:14 12:21 14:10 30:16 72:10. 61:4, , generated [:1-22:14,.9_E.i15 George [1] - 112:11 Gin er - 1 : given [23] - 20:21, 21:10, 33:13, 36:1, 59:, 66:17, 73:24, 73:26 76:11 :21 64:2 96:6 96: , 106:2, 109:11 114:20 l14:22, 117:3. 119:7, 127:16 handed [1] - 50:23 hands - 1 :14 hang [21-65:27, 66:1 haggy; [5] - 24:20, 29:19 34:20 94:22 1 hard 121-5:6 1:50:15 hann Ln - fi:1, 94:10, 94:14 94:16 94:25 haste [1] - 116:16 hasy 1]- 116:12 hate [1] - 36:25 hated :2 HAVE [1] - 4:16 head [2] - 17:18, 73:16 headeru] - 50:15 health [11-1Q3:12 heard heau [1] flilimfili. Eiflllc 12:7 1 : 13:22 13:27, 16:22, 10:26, 19:4, 19: 1914 flfi hello - :23 hel - 11:25 96:1 helgfui [5] - 15:10, 25:16, 34:21, 44',1 hereh - 133: herein [1] 85:3 high [1] - 71:12 highly :12, 65:13, 90:6 hindered - 60:1 hire 1:} - 97:1 hired [3] - 24:4, 97:25, historian [1] 6:2 histom [1] - 6:3 hm [ ] - 11:14, 32:6, 57:20, 67:12, 1 : 123:2 hold [3] -,1_1:25, 85:4,.92_I11_ holding [2] - 36:26, $7 holds [11-16:12 home [1] - 60:25 imgrogriegm] - 74:7 Inability [1] - 94:15 inaggrogriate [1] - _i1_2. lnc[1]- 1:13 include [3-12:26, % includes [,3] - 12:25, El including [5] - 43:16, 68:7, 86:24, 120:10 lnconsisteng [1] - J E incoggorate [1] - E incoggoratedm - % lncorrec;[:1-40:1, 57:1, 57:11 Indeed [21-5:6, 66:11 lndegendengm - 36:4 INDE - 2:1 4:2 116:11,12 ',1,12 : inkllng [1] - 72:14 inguyz] - 124:6, 124:11 inguiries [1] - 34:11 insisted [1] - 82:4 insofarm - 5:20 insgcg [5] - 31 :26, 35:5, 42:7, 44:27, 45:14 95:11 99:4 109:9, 115:7 Insgction [ ] - 4 -,2g, 10Q',1, 109:6, 115:5, 115:18,11 :22 instance [1] - 27:7 Instances [1] - 26:13 instead [1] - 16:25, Iii instructed [Q] - 32:37, B :22, , 130:11,1 1:13, 1 1:14 instruction [1] INSTRUCTIONS [2] -

142 2:18 34:27 instructions [5] - 21:21, 24:16, 34:16, 83:16 115:17 insurance11]- 120:13 intended 15] - 44:7, 63:4, 95:27, 97:5 intent 12] - 25:24, 8 :22 intention [2] - 51:19, 122:21 inter[1]- 89:5 interestm] - 81:7, 81:22 1D3:11 interested [2] , 121:23 interests 11;] - 28:8, 63:25 :27 74:8 84:6 85:14 90:22 93:27, 94:6, 195:13, 126:1 127:22 interim [1] intetiect [1] - 26:24 internal [1] - 58:7 internet [1] - 122:2; intet,grgtation15]- 90:18 125: , interrugtlg] - 50:18, E interrugting [1] fifi interval [11-14:23 interviewed [11-1 3:13 invigoratem - 126:9 involved :6, 125: L291 involves 12] 126:23, ironical - 60:2 irreguiar[1]- 85:13 Is 151-2:11, 2:13, 3:26 19: 1 :11 issue [19] - 59:4, 62:25 64:18 78:26 78:27 82:9 93:9 104:1 104:2 129:23 issued [1] - 91 :4 issues 15] - 74:16, 92:15 103:12 122:6, 123:21, lt[:1-2:13, 3:26, mu item [2] - 44:9, 63:5 itself [2] - 11:21, 58:21 2 Jacobs [2] - 1:25, 133:15 Januag :26 L221 Jarrold [:1-9:14, 9:15, 10:6 iob [4] - 98:9, 126:23, 126:24, 129:14 Jones [1] - 6:6 9 31:19, 49:1, 59:9, 72:25 88:5 88:8 99:17, 99:23, 199:9, 118:5,119:9, 119:25, 127:26 known [2] - 99:16, 100:15 Kug [11-9:17 KURT111-1:7 Journal [2] - 99:10 1 :14 lack [1] - 106:22 ioumai[11-99:22 JUDICIAL [1] - 1:5 JULY [3] - 2:23, 2:26, Q July [25] - 4:8, 48:11, 48:14, 48:18, 48:29, laid [1] - 103:5 language [1] - 124:9 large [91 42:25, 59:16, 60:13 lamest[11-111:3 lastnm - 13:19, 49:13 49:26 50:6 13:1 41:12 61:21 50:21, 50:26, 55:5, 63:2 75:14 75:22 56:23 57:3 57:3 :.JL123= :19 59:16 59:22 _ 60:16 61:21,fi:7, ; :1 latitudem-35:26 1:14:20 124:1a :ILi1.u.Ifi. Iaw[:1-6:8, 29:20, "" K fl Iawfulm-99:13 K.G up - 1:23 laws [11-6:9 L keeg [s] - 21 :25 Iawsuit[1]- 33:21 22:16 26:9 29:3 Iaggeru] - 106:18 50:1, 58:15, 93:12, layers ['21-34:1, 80:8, 102:24 keeging [jg] - 21 :3, 25:27, 29:14, 53:3, 94:7, 97:24, 105:24, 107:26, 110:14, 127:2; kegt[1 ]- 17:25, 18:6, 18:9,19:17,29:9, 28:22, 29:27, 39:10, 40:4, 40:9, 46:19, 118:6 130:19 key [1] - 129:20 kicked [1] kind [15] - 7:4, 25:24, 37:19 57:6,62:29, 72:19, 98:3, , 191:2,112:25, , , 129:14 12 :16 KNISELY [2] - 98:15, E Knise - 1:22 14:1 79: :23 113:19 115:2 knowing [11-106:7 knowledge [15] - 7:14, A.C.E : 11 la1[1[- 68:7 leadershig [1] - 80:20 least [:1-56:18, 89:5, 1 1:15 leave [1] - 121:3 leaves [:1-46:9, 79:1 leaving [1] - 36:21 IedJ3J - 43:1. 116:22. 1_2_2I_7 leg [1] - 11 :26 legal [12] - 21:16, 21:24, 29:9, 71 :18, 99:19. 91:11, 106:12, 106:19, 106:17,119:19, :11 legislation [1] - 6:20 legitimacy [11-85:10 legitimatelz] - 27:25, 5L1 lesson [11-6:3 LEl'I'ER [2] - 3:18, 4:6 letterm] - 30:7, 30:9, 91:7, 91:20, 31:22, 56:23, 56:25, 97:8, 57:15 58:5 58:21 ' 58:23, 99:27, 59:10, M 61:22. 77:3. 77:13. 83:11 88:9, 139:6 m.hm [5]- 11: :6, 57:20, 67:12, letters L31-65:9, 109:25 123: machinem - 128:23 levels [11-69:27 MACKENZIE [11-1:7 life1 _1 8:9, 8:13, 8:16 8:17 32:18 limitation :25 limitedm - 90:6 line [2] - 52:27, 129:9 LIST [1] - 3:25 list [3] - 43:26, 47:5, 47:29, 80:1, 114:2, 115:6, 130:19, 131 :29 LISTED [1] - 4:18 listed [2] - 2:5, 13:19 live [21-20:23, living [1] - 51:17 LLP [1] - 71:5 lobby [1] - 96:2 locate - 2 :8 locations [1] - 37:9 lodgings [1] 24:18 og[z1-5829, 58:16 LOO - :1 look [ag] - 7:22, 11:19, 12:3 15:11 22:10 99:9, 36:24, 39:14, 44:11 48:8, 59:19, 53:13, 53:19, 55:2, 59:8 65:12 65:13 5% 65:18, 71:14 1:24 93:21 100:3, 101 :26, 102:18,11 :12, 11529, 128:24 looked [9] - 20:25, 103:8. 115: :7, 128:6 looking [121-15:19, 25:6, 48:16, 91:8 51:10, 52:24, 54:11, 62:15, 68:12, 194:9, :19 looks [5,] - 19:4, 50:11, 90:14, 55:14 62:19 lost[z1-21:18,103:11 loud [2] , Luchia[J1-9:17 LUCIA [1] - 1:7 Lundgard [=1] 9:14, 9:15 1 :7 10:8 Reporting Services Inc. 43:17 44:1 89:19 89:22 90:9 90:25 116:7,121:9, 121:15, magazine 1]- 18:3 mail 15] - 30:11, 60:6, 60:8, 86:22 mainm-111:3 maintain 1;] - 20:17, 95:7, 108:21 MAINTAINED [2] - 2:19, 19:11 maintained [5] - 18:24 19:4 20:25 fl maintainingts] - 21:3, 22:9, 25:5, 108:9, 1i? maintains 21-17:21, 198:14 maintenance [1] - E maior[; 1-123:7 maiorig :6, 54:7, 59:29 malfeasance [1] - 74:7 manage [1] - 40:19 managed [1] - 17:1 management [2] - 22:19, 37:25 manager mt - 16:1, 16:19, 19:29, 16:24, 16:27, 17:4, 21:5, 21:20, 32:10, 49:29, 43:22, 63:11, 79:21 108:25,112:17, 129:11,129:14 mana ers - :10 1 8:27 managing [2] - 22:19, E Manitoba [g] - 103:3, ELLE mannerfi] - 13:8, 24:22, 29:9, 85:19, $1 MARCH [2] - 1:17 3:23 March [:9] - 5:5, 7:20, 11:11, 30:1, 1:26, 32:4 32:5 32:7

143 A 32:17, 98:10, 41:14, 41:16 41:26 42:11 43:12, 45:12, 49:15, 77:16 77:21, 78:9, 84:9 87:5 87:22 88:4, 89:16, 91:25, 99:22, 99:1, 190:4, : Maritimes[11-9:29 ma -4 :7 48:22 Mattin :27 match [1] - 53:1 fl1 fl.ij.li15 materials [2] ~ 96:4, 124:10 matter [15-23:6, 25:15, 29:29, 99:29, 35:21 45:4 45:10 69:14, 71:26, 72:6, 74:17, 74:21, 91:12, 94: 104:22 matters [12] - 60:3, 80:2 81:15 97:15 106: :11 107:12 107: : MAY [1] - 4:17 mean [15] - 11:17, 12:1 33:20 9:1 72:2, 72:3, 92:1], 107:23, 110:17, 118:11,12 :5. 123:7, 124:6, , meaning [4] - 61:26, 88:21, 101:15, 104:2 meanings [1] - 56:13 37:6, 75:5, 116:9 mean; [:1-61 :25, llii measure - :20 media [9] - 95:9, 99:9,.&fl meeym - 28:5, 82:5, 83:4 85:11 112:25 12 :23 1 : MEHING [21-2:29, ifl meeting [13] - 13:15, 13:16 13:17 14:1 14:4, 15:4, 28:21, 41:14 41:22 43:16 44:8, 44:13, 44:15, 49:4, 49:8, 49:14 49:17, 49:18, 49:27 50:7, 50:25, 51:22, 56:20, 57:2, 57:4, 57:27, 60:23, 60:25,.&E 62:21 63:3 63:6 63:10, fi:24, 67:25, 79:23 71:22, 74:18, 74:20 83:26 84:18 84:20. 84:23. 85:4. 85:18. 85:20 85:21. 85:24 86:9 86:10.8.=_1A._ =_1_ 3.87I_12_._ 87:23. 87:25. 88:13. 88:27, 99:21, 97:11, 98:12. 98:21, 98:27, , 117:8, 117:18, , meeting'd [1] - 117:19 meeting ml - 14:8, 19:14, 20:11, 20:13, 20:27 21:1 26:13 29:24, 26:26, 27:27, 28:11, 96:27, 37:9, 43:20 44:19 47:26 %._flj_i &;1_ :13 84:14 85:25 99:24 100:16 109:15 109:18 109:21 128:15 rnemberum - 7:15, 7:25, 7:27, 8:13. 15:5 28:17 52:15 90:3 114:14 members mg - (5:24, 8:9 8:21 8:22 10:29, 19:8, 19:19, 18:14 19:26 25:3 29:19, 31:9, 99:1, 37:5 40:8 45:14 46:1 47:7 47:26 51:22 52:17 54:8 54:23 55:20 55:23 55:24 57:18 57:25 59:22 60:18 61:24 61:25 61:26 62:3 62:7, 63:6, 70:22, 71:22 72:18 72:25 flifim. 95:22 99:20 100:16 101: :24 115:8 117: :5 120:11 120:12,120:14, 122:21,123',11, 123:14 124:12 1&8 members [21-46:21, A.C.E :22 membershig my - E1.._fl.fl.8_I3-8:10 8:11 8:12 8:16 8:17 14:27 24:23 :5 39:26 55:12. 56:6. 58:1. 59:15, 59:20, 60:2, 60:4. 60:14. 65:15L 65:21. 71:8. 72:12. 83:25, 93:26, 8427, 85:9, 99:19, 9_6_:14, 108: :15,114:25, 115:6, 120;19, 120:13, 123:13, 124:3, 129:17 MEMBERSHIP [11 M ; 1D8:23 memorandum [1] - 3_7 mentioned no} - 22:7, 22:23 29:12 53:21 54:19, fi:16, 74:12, 103:1, 121:,122:29 mentioning [3] - 79:29 message [2] - 89: :12 messages [11-116:6 me; [5] - 32:9, 39:6. 48:1, 81:29 micro [9] - 22:18, 37:25 40:19 mid [1] - 46:9 midnight[1]- 121:2 mighgm - 7:2, 29:24, 37:22 47: : mind [3] - 65:3, 112:16 123:4 mine [1] - 80:24 minister [1] - 3:17 MINISTERIAL [1] - E ministerial [2] ,.51 minute [9,] - 7:4, 13:14 13:19,15:17, 28:1 28:21 36:20 98:20, 99:29 MINUTE [1] - 9:21 minutes L45] - 4:7, 12:11,13:11,14:9, 15:3, 15:9,1,'1, 18:14, 20:11, 20:13. 20:27 21:1 22:24 28:10, 28:19, 28:22, 40:5 40:8 41:22 41:25. 43:7. 43:11. 47:25. 48:17. 48:25. 49:2, 49:6, 60:15, 91:23, 89:9, 80:10. 88:6, 88:11, 88:13, fl 101 : : :3. 108:9. 125:6. 13 :23 minutia[;11-91:27, :18 misleading [5] - 80:21, 85:2, 87:29, E mlsled [1] - 85:9 mismanaged [1] - E mismanagement [1] - 92$ ME 30:23 32:10 33:16 33:24 33:25 34:17 35: 35: :10 38:12 41:3 43:1 46:1 46:3 3j:11.111: :5. 118:8 motion [11] - 43:19, 49:26, 43:27, 44:2, 44:24, 45:9, 4 :5, 45:5, 45:8, 74:22, E motiongm - 43:18. 99:24, 99:26 motives [1] - 85:17 move g]- 24:6 25:23, E moving [5] - 9:29, 44:8 63:13 63:25 MR [131] - 2:16, 3:22, 5:2, 5:3, 5:29, 5:22, 7:6 7:11 9:23 9:24 11:22, 1129, 12:7, 12:8 12' 13:22 13:26, 13:27, 14:3, 18:22, 18:29, 19:29, 19: 1 :4 19:5 19:6 19:14,19:21, 29:27, 39:5, 30',22, 99:27, 92:1, 32:3, 46:4 46:18 47:6 87:26 88:5 89:3 fl5.._ 100:3. 100:5. 101:5. 191:12, , 106:27, , , 113:20, fl1_l1_1.fl4_= :13 34:19 34:21 34:24 35:3 41:18 41 :24. 42:1. 42:4. 42:7 42:13 42:15 42:16, 42:18, 42:29, 42:24 42:27 43:4 43:7, 43:19, 49:14, 115:5,115:18, 43:1 4 : , :22. 45:27. 45: , 117:2, 46:13, 48:9, 4 :9, :10 48:11 48:13 miss [:1-130:10 48:16, 49:22, 224, MISS [2] - 2:19, :1 49:23 50:6 missing [5] - 24:25 0:1, 5124, 51210, 2 :1 25:9 69:21 51:12 :10 54:15 mistaken [1] - 90:17 56: mode,3,. 125;1g 57:24 63:23 64:2 models 121-8:25 *.i.: mo] _ :23 31 :10, 7',27 monthly [1] - 69:2 months [5] - 26:9, 2:18 37:27 :22 2 momin - 46: 1_21_=3. mos [ ] - 2 :2, 70:7, Reporting Services Inc. moment [5] - 19:18, 79: L-. _...7= : :9 68:7 moment's [1] - 35:14 Monday [2] - 32:5, L7 month [31-31:2, 68:11, 68:12, 69:15, 8:16, 68:18, 68:19, 68:21, 68:25, 79:19, 75:18, 79:22, 75:25 75:27, 76:7, 76:22, 77:1, 77:10, 77:11 77:15, 77:21, 77:24, 77:26, 79:1, 78:3, 78:4 78:5 78:8 78:18 79:7 82: , 84:16 84:19, 84:21 86:23 86:27

144 87:16, 87:17, 88:12, 98:15, 98:18, 98:20. 98:23, 98:24 99:3, , , 1D1: :5 102:9 103:1 104:15 105:2 111:1 111: :26, 112:9, 11 :17,113:23, 113:25, 115:1 115:9,115:10 115:15, 119:5, 119:9,120:1,120:, 120:25 121:4 121:7 130:5 130:8 130:10 130:17 130:21 130:26 131:1 131:4 131:7 131:9,131:10, 131:17,131:19, 131:20,131:21, 131:22,1 1:2, 132:1, 132:4 multigle [11-125:3 musyg] - 10:26, 27:14 65:7 93:25 mutual [11-37:19 8 name [5] - 6:23, :2, 7:16 10:21 31:12 73 named [91-5:12, 6:6, LN names [2] - 9:9, 9:11 National [19] - 5:14 5:18 5:23 6:26 7:8 7:17 72:2 85:9 87:10, 96:24 NATlONALm - 1:10 national lg] - 24:15, 1 nature [1] - 22:20, 29:21 35:9 46:24 73:25 127:14 128:4 necessari ~ 97:16 necessag [9] - 81 :9, 82:19 86:12 117:3 1&5 necessitated [1] - fl2_5 necessiym - 122:24 need [21] - 22:1, 2729, 36:12, 37:25, 38:2 38:4 39:1 39:1 3, 42:1, 51 ',12, 51:15, 52:19, 69:17, 60:29, 63:12, 66:17, 6:26, 83:3, 85:27, 93:23 97:18 112:13,124:22, 124:24 127:4, 127:20, 129:9 needed [5] - 26:26, 51:27, , needs La] 24:19, 24:22, 39:5 40:15, :2 NOTICE [1] - 2:22 notice [9] 31 :9 35:14 49:16 49:25 50:25 51 :5 63:19 E notices :9 notification [1] - 59:15 notified [5] - 59:20, 9:22. 59:24. 63:20 notifl [1] - 80:16 notwithstanding [3] - 93: :3 offensive [1] - 82:7 office Lgg] - 10:15, 13:22 16:5 16:17 16:19. 17:1. 17:12. 17:21 17:25 18:7 18:11,18:24,19:17, 20:10, 20:24, 21 :2, 21:8, 22:9, 22:13, 23:5. 23:10. 23:17. 30:15, 31:5, 44:15, 46:18, 51:17, 2:14, 59:18, 60:6, 9:27, 61:7, 62:3. 62:17. 67:24. 71:12, 7 :22, 76:11, 76:13, 76:19, 77:5, 77:26, 81 :9, 83:24, 84:18, 99:3, 93:25, 97:9, 199:27, 101:2, 103:2, 195:9, 105:9, 109:2, 109:21, 29:22, 28:24 30:12, 30:15 31:6 31:25 _3:6, 8225, 112:25, 30:1 32: :1. 34:2. 111: nuance - 1:13 34:12, 34:15. 35:9. 114:s.121:19. riegativil_:[[]]-26:4 NUMBER :15 35:23 37:15 negligengn]-56:1,1umbem._11-5;13 39:2 39:10 40:5 ll.1j1:ne s0n :3, 50:4, 59:9 _ "es neverm]-25:25 79:29, 79:27 80:8 & m_9mu;1fl:_62 :._0.55:27 1 2:22. 99:14 92:6 104:2: 17_=5.fl.fl_=1_5._ 1fi ::20.1_2&;2_3 new : o;1g 25: :1? 107:21 fl_1 1_ :19. 1o7:24. 1oa:1e_ o :_u_:n :11 129:9, 127:17 129: :12 new 1!J_11-26:21 118:7. mm. ogragd [11-125:17 neg[51-14:22 15:4 obiecm]-79:8, 11 ;.L30_:1;*4.. ograting :13, 57:2,12g:23 79: :5 124:24 127:9 NFA :7, 5:23, opgational :15 6:5 7:24, 7:26,7:27 ob' ected 1-79:5 9:2 1s:s.55:a, 0BJECTlON gj- 55:13, 55:22, 59:12, 4:21 119:3. o:19, 66:27, 35:1, 68:10, 68:19, 68:23, 72:26, 74:25, 89:7, 91:17, 95:6, 1g:24 E NFA's [11-99:16 NFA - 7:10 nine]1]- 107:7 NO 2 j 2:8, 2:10, 215, 2:21, 2:24, 3:1, 3:6, 3:8, 3:11, 3:14, 3:17. 3:20. 3:24. 4:4. 19:7 34:23 49:24 64:11 65:18 68:22 75:19 76:1 76:23 77:12, 98:25, nobody [5] - 31 :29, 62:18 1 :18 103:20 nobo s - 103:21 nomination [2] - 13:18, 91:9 non [1] - 7:11 non-share[j1-7:11 nonsense [1] - 25:29 normal [1] - 25:26 nose [1] - 24:11 noted [1] - 112:4 notes [5] - 28:10, 28:18, 49:19, 133:6 nothing :6, A.C.E. obiection [5] - 42:17, 48:24, 67:6, 111:26 OBJECTIONS [3] - 4:15 4:16 4:18 obiections [1] - 48:13 obligation [21-21 :16, 1! OBLIGATIONS [21-2:11, 19:9 obligations L51-18:16. 18:17. 18:23. 19:1, 4729 obliged [1] - 43:5 observed [2] - 107:20, flfl obtain :2, Hi ohviousm 2] - 33: occasional - 81:7 occasions [11 ~ 97:9 0F[2z -1:3,1:15, 1:17 1:18 2:1 2:14 85:23, 96:9, 96:17 96:27 98: E officers121]- 10:1, 10:2 10:18 11:6 12:19, 12:20, 19:24, 20:19, 20:23, 39:6, 40:7, 72:25, 80:20, 96:6, , 118:4, 128:19 130:2 130:13 131:5 131 :2 OFFICERS [1] - 9:25 offices [5] - 19:7, Official [1] officia [s] - 17:21, 47:29, 47:21, 9527, 99:5 108:4 108:7 1 8:14 117:26 often[z] - 22:11, 81:5 oiled [1] ON [1] - 1:14 once - 29:1 8:9 2:17 2:20 2:22 2:26 3:10 3: :18 3:18 3:21 3:22 one1;g_]- 5:11, 6:23, 3:25, 4:2, 4:15, 19:12 34:25 35:2 13$ OFF [ _ - 43:9, 64:4, 12:22, 14:7, 14:15, 14:25, 19:18, 17:25, 24:3, 24:5, 24:16, 25:7, 29:3, 29:15, Reporting Services Inc. 87:19, 89:26, 91 :12, 19 _l:24, 104:2, 123:2? oggrtunities [11 - L4 oggrtuniy [:1-36:22, 100:10, 1 :11 oggose [3] 78:19, :. 80:5 82:14 oggite [1] - 126:15 oggosition :19, 79:11, 79:24, 0:2 OR [2] - 2:18, 34:27 Order [5] - 14:6, 14:19, 26:17, 26:21 order112]- 15:1, 19:9, :10 27:17 29:12, 64:22, g:23, 78:23, 79:4, 2:6, 6 ordlnan'l_t; [11-17:5, 46:6 60:2 77:2 ordinam [1] - 98:1 oi_'ganization[y1-11:7 14:26 20:21 22:4, 24:15, 24:19, 25:11, 25:22, 27:4, 29:9, 37:5, 38:24, 46:24, 52:7, 53:20,

145 I 60:11, 63:27, 71:15, 78:9, 84:6, 87:3, 74:9 81:4 84:6 87:4 87:21 88:4 85:14 90:22 92:10 69:15 91:16 98:21 94:1 94:7 94:11 98:27 1 :8 94:26,105:13, 1D3:26 104:1 126' :7 127:25 115:16 116:4 organl2ation s [1] : organitions[5_1 - Qaraglaghs [5] - 12:4, 26:21, 36:16, 92:6, 95:1, 106:8, 112:26,126: original [11-43:19, gram:-zters [1] - 51:7,112: originalfl 21-6:5, garden m] - 9:20, ggg 47:21 48:5 51:14 originating [5] - 6:9, 7: ',1 1D4;1a grliamentag lg] - otherwise [3] - 27:7, 272 7' 27:14 37: ourselves [:1-64:21 36:14 36:15 41:19 ousyn 11n5 52fl. L. L1. out inem-2g;1a 61: 7 78:1 7 :22 ougsidem-3 ;17 78:24 87:26 98:11 ovelseem]-9:1, 6:4, _2_1_;_1_ ovelseeing [2] - 46:6, ' : ; own [5] - 3:27, 73:13, 10% 117:24 127:2 owned [1] - 70:21 9_7.2fl garticular mg] - 6:10, P 12:11.16:21.17:7. 17:8. 17: m ~ 0:2 132:9 25:13 26:19 26:22 P.Mm-5:1 27:7 28:6 30:15 PAGE-21:1-2:8, 4:4, 37:17 38:1 41:1 i ggeug] -13:16, 41:19 44:10 63:13 67:23 69:8 70:10 14:16 14:18 26:20 80:23 81:11 82:9 32:4 50:22 54:14 82:11 85:17 90:2 57:12 61 :21 67:10 91:19, 92:5, 93:10, 88:7 100:7 121:1B 122:4, , 94:11,96:1,97:1, fi._9_fl.flfl._ Hi ages 5] - 14:24, :26 89:2, 89:7, 66:4, 1 Qarticulafl [1] - 6:9, 6:12 22:4 26:10 gins [1-127:16 5:1 3 :12 :18 gin; [1] - 24:9 parting [1] 25:7 Egrm - 18:10, 28:1 PAST -3:2 ggers [1] - 81:9 PARAGRAPH [1] - Qfl gragra :_1h 5,]- 11:9, 11:12,12:,12:4 30:3, 30:4, 62:2, 32:4, 36:4, 38:10, 42:6, 42:12, 54:13, gsguj-26:8 96:7, 131 :6, Esting [11 50:11 I attem -7 :3 gtterns [1] - 8:27 E1 [51-8:4, 8:10, Liii gyro" [11-116:6 gending[11-6:12 penultimate [1] - 6 Eagle 13,] - 8:3, 22:1 24:2 24:4 37:7 39:2 44:22 46:25 60:7 60:9 61:2, 62:16, 71:14 81:5, 81:7, 81:10, 86:26, 98:5, 101:3, 103:7, , 108:22, 10 :23, 124: :4, gr [1] - 40:2 Qerfectly [2] - 27:25, E gerforming m - 71 :6 Qerhag [5] - 11;25, 52:8.67:19,111:17 geriod [9] 6:22, 23:9, 26:12, 24:26, 69:8, 7'1_I9. 1_I. L.Q1_2._ 104:12 Qermission [J] - L947. grmig [1] - 95:14 germltted [1] - 44:27 grson [11] - 12:12, 12:16, 16:3, 16:4, 16:5 16:7 16:20 16:22,17:6, 21:10, 30:15. 34:9. 47:10. 85:23 109:6 109:7 Hi Qersonal [5] - 6:11, fl 22 grsonaly [1] - 78:16, 78:16, 78:24, :13, 119:17,122:18 gersons [1] grsgective [1] - E gruse [1] phases [1] - 98:10 Phil 21 55:15, 60:17 Phoenix [3] - 6:26, 7:8 pfivsni. 65:10 ghoned [1] - 162:17 Qhysicalym-19:16, 1_1 -L2. gicked m - 31 :2 35:15, 39:7, 67:4, 62:26, 92:23, 92:24, 92:27, 34:3, , :19, glacing [1] - 112:7 _FflNTIFFSJJJ - 1:7 Plaintiffs [1] - 1:21 glane [1] :6 1>tLteu1fl:2 Qlayed [1] - 123:7 PLEASE 1] - 4:17 gleased [1] POD [1] - 31:4 goln;[z 1-15,13, 2fli2 33:17 33:19 33:24. 44:1, 66:6, 65:16, 62:8 63:15 83:22 68:21, 90:17, 93:16, 98:14, 165:7, 106:26, 109:6, 11 : 11 : , , ointed1z1 69:20, E Qoinls [5] - 26:5, 26:27, 45:8, 61:1, 81:27 110:18 Qollcies [1] - 126:4 Qolicy [51-9:1, 35:18, 35:20 46:27 47:4 oo - :16 128:14 xwnjicvlni position ; 1-10:23, 13:25 16:12 16:21 giclts [1] 3:16 pixilated [1] - 112:5 Qlace [13] - 14:8, 24:8, 24:10 24:12 24:21 16:22 16:24 17:10 69:7 79:3 96:21 96:22, 66:24, 96:25, 106:1. 106: Qositlve [21-44:8, E12 gossession [1] - E Qossibilities [1] - E possible [1] - 46:26 ossib - 129:22 Esfimli. 90:4, 91:_9_, 61:11, 121:1? 121:21 122:1,122:16 gosting [11-113:5 Qotentlal [1] - 62:24 gowernj , Qowefs [1] Qowets [2] ~ 15:22, 106:21 gracticalm [1] - 27:1 26:16 26:18 26:22 27:8 27:16 29:17 35:22. 53:3. 53:14. 53:16 71:20 72:21 74:15 85:25 86:22 66:16, 63:22, 94:1 94:2 97: :19,112:26, 124:21, 127:10, 127:12,127:13, 6 gracticed[1]- 66:2 gractices [16] - 25:13, 25:14 52:1 52:2 62:5, 52:26, 69:14, 70:17 122:26 127:9 6r'eamb e[11-66:22 :_Irecisey ;1] - 12:26 greclude [1] - 81:10 greface [1] - 120:9 Qreiudlce [21-115:6, fl ;1 grepare [5] - 20:17, Ei 130:11 gregred [1] - 44:18 mini gregring 15] - 70:19, 108:3 108:7 124:7 LM presenglg] 22:27, 66:6 86:3 86:5 86:8 90:8 97:12 1 :11 gresenm [2] - 11:6, fl_=3 gresideng lg] - 10:4, 10:13.10:15.10:20. 12:26 12:27 14:11. 16:26 23:17 23:26 29:5 29:8 44:11 69:16, 67:16, 88:20, 92:4 92:10 95:25 96:2 11 : :16, 12422;, , 125:21, 126:15, 128:2, 129:4, gresidenfs [2] 17:6, 125:24 gresiding [51-64:27, 86:23, 100:18, 108:10

146 gressing [1] 74:16 gresume [21-39:12, 8114 gram [3] - 12:5, 15:25, 52:20, 75:7 10D:13,111:1, 111:6, 112:24, 124:5 :_nreveng[z] - 19:5, 15:7 greventing [1] - 6:20 grevious m] - 16:20, 69:22, 82:3, 110:8, previously [:1-15:9, 24:7, 78:5 gn marim 1-71:12, 85:9, 108:2, 108:6, grimagg [1] - 106:26 Prince1]] grincigles [1] - 72:11 griorities [1] griorig [21-41 : grivacy [5] - 16:8, 46:20 46:23 46:26 46:27 47:4 grivate [1] - 46:22 grigy 11] - 41 :1 groblem [3] - 62:20, 62:25 72:15 190:21,101: :7 105: groblematic [ groblerns [51-16:22, 2 :2 81:3 94:17 grocedural [1] - 45:10 grocedure[;1]- 53:26, :1 1 12:7 grocedures [,1] - 23:18, 69:25, 74:5 groceeded [1] - 24:6 groceedingg [1] - 13 :5 grocess [29,] - 53:21, 54:2 54:23 54:26 55:9, 55:22, 58:2, 63:25 65:1 72:23 74:4 86:17 92:1 112:24, , 126:6, 126:9, 127:22, 131:13, Qrocesses [5] - 52:13, 52:19, 61:4, 111:1, 111:8, 129:9 produce 51-13:11, 38:24, 39:27 groduced [5] - 87:7 87: :24 120:26 130:4 PRODUCTION L2] - 2:20 35:2 groduction [9] - 34:18 42:4 116:21 groductive [5] - 24:20, 44:7 44:12 44:13 grofessionalizing 11] - 23:17 Profigizj - 7:20, 78:21 grohibited [1] - 6:16 groiect [J] - 58:20 groggrlg] - 14:15, 12 :4 grogem La - 26:13, 51:29, 74:1, 92:16, 101:7 ro - 88:23 grogose [2] - 52:11, 1262 grogosed [2] - 43:17, 5226 grogosing [1] - 74:24 grogosition [1] - Z522 grogunding [1] - fiéflfl grotective [1] - 46:25 grovide [39] - 5:21, 29:1 34:14 37:4 48:2 49:16 49:21 49:24, 64:5, 64:9, 64:11 75:4 75:23 76:1 76:23 77:12 78:7 83:17 96:3 98:19. 98:25, 102:3, :21 125: 1 0:3 131:18 131:24 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 73:23 77:22 109:11 113:1B 114:20 PROVIDED [1] - 4:16 grovides [1] - 70:7 groviding [5] - 24:29, 37:6, 46:9 47:8, 74:11, 68:2 Province [1] - 133:9 rovincial - 8:20 grovision [5] - 27:3, 27:13, 27:19, 74:26 grovisions [1] - 14:7 A.C.E. 13 Qublic :6, 24:15, 24:24, 29:15 72:27 95:17 122:23 ublical -9 :25 gublication1;1]- 60:11 ublic - 99:26 gublished ;1-88:5, 99:16 9 :21 gull [2] - 39:13, 39:14 gulled [1] - 65:2 guise [1] 22:16 guggorted [51-84:10, 95:19, 85:4, 85:6 gumorting I1! - 87:9 gu;qose1:]- 15:2, 57:27, 71 :4 gurviewm - 40:13 gushing [1] - 28: um - 28:1, 52:10, 59:18 :9 64:21 97:4, 70:20, 74:22, 74:27 89:8 93:26 94: : :10 gutting [1] - 72:7, Q. gualified E] - 70:11, 103: uali - 19:16 uarte - 14:9 152; uebec ~ 9:21 UEEN'S - 1:3 QUESTlONED11] - E2 guestioned Q1-29:17, guestioning[a1-19:15, 90:24, 38:16 42:2, 42:20, 42:21, 42:24 117:22 120:24 QUESTIONING [1] - 11$ guestions [2] - 120:2, 120:22 gueue [1] - 39:8 guotations [2] - 73:21, 1:23 guote [2] - 83:18, 104:19 guotes 31-74:13, guick [2] - 60:26, 120:22 guicky [2] - 116:9, 12 ; guite [13] - 7:1, 22:3, 23:14, 37:23, 62:14, 68:4 71:25 89:3 93:6, 102:9, 106:11, 122:2? guorum [1] - 86:8 Reporting Services Inc. 76:20 76:25 109:24 QUOTES [1] ~ 3:16 B rails [21-128:21, 128:22 raise [11-80:2 raised [ ] - 27:12 63:5, 72:15, 100:21 106:25, 118:26 raising ['21-94:4, 12$ Rant: [:1-9:18, 10:10, 10:1 1 ralheng] - 71:11 81:18,113:4,122:8 ratification [2] - 61 :10, 126i ratifications [1] - QEZQ ratified [:1-56:8, 59:12, 61 :16 ratify [1] - 60:18 rati in - 61:17 re [11-126:9 re-brand [11-126:9 reacted 91-90:14, 8925 reaction [gj ~ 116:11, 116:12 read [12] - 5:8, 13:20. 14:19,1 :4,15:6, 17:23, 29:23, 79:18, 84:27 87:1 3: reader[1]- 70:1 reading [5] - 38:19, 66:4, 69:9, 79:19, 114:1? realization [,5] - 62:13, 62:23 63:2 123: realize [91-62:8, 123:20 124:19 realized [5] - 54:19, 64:18 120: llié realizing [1] - 62:16 reaiiy g1-12,1, 14:17 25:17, 31:14, 62:18, 82:6 103:13 126: reason [11-30:14 reasonable _1-27:29, 35:14, 35:21, 37:13, 38:29 reasoning [11-44:5 reasons [1] 99:4 rebmnding [1] - 25:21 rebuild [1] - 126:9 receig; [1] - 11 :13 receive [:1-31:19, 76:12 110:1 received [12] - 4:9, 30:9, 31:14, 91',17 47:17, 97:7, 67:16, 67:1 68:5 1 :4 11 :12 114: receiving [1] - 99:16 recen - :26 111:4,111:14 recen - 15:18 22:8, 27:22, 40:24 recollection 1;] - 49:3, 522 recommendation [1] - Z$ reconstruct [11-2 :19 RECORD [5] - 43:9, 64:4, 98:16, 113:24, 12$; 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, , 114:2? 119:1? 1:21 recorded [3] - 30:11 recording [1] - 29:6 recordings [1] - 28:27 RECORDS [31-3:11, 4:17 4:19 records 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, 38:5, 38:9, 99:16, 39:29, 49:8, 40:12, 49:27, 45:1, 49:13, 46:15, 46:29, 47:17, 47:20 47:21, 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, , 197:27,

147 108:4, 108:8, , , 118:6 119:14 119:19,128:1, rectilication [1] refer 1g]- 26:17, 26:19 26:27 29:26 39:22, 32:1, 42:19, 43:10 54:5 77: :24 reference [51-11:9, 11:26. 14:24. 42: references - 0: referred [121 12:21, 27:11, 47:24, 79:25, 80:7 83:11 88:6 93:9 93:11 98:21 98:27, 125:5 REFERRED [1] - 3:22 referring [15] - 11:10, 11:23 39:9 40:3 41:1 41:24 47:23 61:20 67:26 91: :1 124:17 refers [5] - 48:19, 67:13 68:4 84:9 106:21 reflecg u] - 51:4 51:27 52:2 69:6 reflected [2] - 83: rel1ecting[1]- 127:9 reflecls 1]- 66:18 refreshm - 45:19 regainedm - 122:13 Emmi. 88:15, 99:12, 195:9, 1922 ggarded [ regarding [a] - 4:12, 34:17, 55:18, 47:3, 48:11 56:24 59:16 60: :17 65:5 65:14 65:20 75:25 75:17, 76:24, 77:18, 77:g4, 90:24, 107:18 112: :14,11 :27, 121:10 123:19 REGARDING [5] - 2:1 :2 '1 :1 regardless [1] - 91:8 regards Lg - 49:16. 53:19 :2 F register[15]- 18:16, 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: registered [22] - 17:12 17:25 18:24 28:23, 25:24, 30:12, 31:25 32:8 34:15 59:19, 49:4, 45:13, 47:7, 95:3, 95:12, 107: : : 1 :2 130:19,1 1:5, REGISTERED [51-2:14 2:17 3:25 19:12 34:25 registers 12] - 22:24, $91 registration [1] 1199 regisgg [2] - 47:27, 329 regularm - 14:22, 22:12 112:10 regulafiy [1] - 59:; re ulations - 1 0:7 reinstated L2] - 6:22, 9932 reiected m - 58:15 relate [2] - 42:1, 107:24 related [2] - 25:13, 122 relates 1;] - 42:4, 50:7 107:22 relating [1] - 76:2 RELATING [1] - 3:12 relationshig [11-95:5 relativel1[11-127:17 release [21-34:3. 10 :12 relevant [2] - 15:6, 42:27 re in - 129:18 remains [1] remedies [21-81:26, remernberm - 34:5, 56:15 58:11 6 :11 reminder - :21 removal [11-90:25 remove [21-96:17, 108:25 removed_[ _ - 25:10, 25:12 69:22 89:6 A.C.E :9 89:19 89: renewals [1] - 35:10 regeatedly [1] regatingup 102:25 reglaced [1] - 110:8 reglacement [1] 1$2Z re 0-16:1 20:6, 83:15, 97:21, 115:21 124:2? regortedu] - 15:1, 17:2 :27 7:7 Regrterug 133:16 REPORTER [2] - 66:9, sLflL;9222 regrtefs [1] - 121:4 ReQrterIExaminer 111-1:25 rewrting [1] 125:2 regorts[z1-13:25, 199 regrehensible [1] regreseng m - 49:6 regresentatlon [2] - 49:3, 49:9 regresentative _] - 5:13 16:9 107:1 regresents [1] - 92:19 regrimand [1] 97:9 regutable [1] - 74:2 reguesguz] - 29:21, 31 :15, g:22, 52:26, 33:8 33:16 34:17 38:1, 39:20, 40:16, 72:26 74:21 74:27 85:17, 130:1, 1:10:20 REQUEST 121-2:20, 291 reguested [:1 ~ 28:3, 48:3, 75:4 reguesting [1] - 73:5 reguests [1] - 27:23, 27:24 28:6 29:13 78:22 1 :5 109:9 reguire [g1-71 :20, 9229 reguiredm-14:12, 23:20, 23:21, 52:15, :23 117:3 reguiremeng [31-21-,g, 86:7, 106:13 fl.mu 26:14, 37:15, 39:4, 48:2. 71:27. 81:9. 83:4, 933, 103:5, , , 12L reguires [1] - 78:25 reguiring [2] - 43:18, 1221 reguisite [1] - 93:7 research [1] - 109:25 resolution :12, 13:26 94:16 :15 resolve 11] - 37:23 resolved :20, 104:2, 104:5 RESPECT - 2:1 2$2 resgec; [g] - 21:17, 32:25 33:8 34: resgcts[21 38:4, resglgndent [1] 92:8 resgondm - 76:14 resgnded Lg] - 75:5, 75:10, 76:19 resgnse [:1-55:17, 55:21, 61:12, 75:10, 76:4, 80:25, 85:12, 1993 resgonsibile [1] 2939 resgonsibilities [51-17:5, 20:18, 23:20, 74: 80:14 94:8 responsibility [151-22:6, 23:22, 28220, :9. 66: : E2LJ :9, 199:15, resggnsible [:1-16:6, 21:3, 21:15, 25:5, 28:25, 30:16, 81:19, 108:3, 1m:5 resgonsiveu] - 39:4 res - :4 102: restraining [:1-78:23, 79:4, g: restricted - :17 retain [21-70:25, 77:1 retainer[1]- 77:2 retaining [1] - 28:19 review 1g]- 22:12, 49:1, 58:27, 59:4, Reporting Services Inc. 59:7, 66:1, 70:2, 70:26, 70:27, 71:11, ZL2$J :11 119:15,119:17, , 120:2, reviewed 1;] - 22:7, 40:23, 41:6, 59:2, 119:26 reviewing la] - 62:15, 191 :9, 112:3 revised [3] - 14:14, 2921 Rlchard [2] ~ 1:25, 133:15 rld [ rightfu [; 1-122:14 rlgorous[11-26:1_2_ Robemj] - 9:29 Roberts [5] - 14:6, 14:13, 26:17, 25:29, 9211 role [15] - 5:22, 21 :27, :3, 97:17, 97:24, 98:6, 103:15, , 123:8, 1 4:23 roles [3] - 24:2, 81:20, roorn - :1 128:26 rou h -110: round [1] - 129:6 rule 1 _1-27:2, 27:10, 2ELL2Z3LJE39 Rules [51-5:21 14:6, l mlesjz. - 27:4. 93:17 run :5,113:2, 12 :22 running [31-24:21, 35:12 81:10 rushing [1] - 100:24 S salaried [1] - 98:7 sanction [1] - 124:3 sanctioned [15] - 1:21 '8 '13 56:9, 56',12, 56:14, 9312 L1LJfl3L 61 :33 62:1, 62:6, SANCTIONED [1] - E2 sanctioning [51 ~ 55:12 61:18 66: $9 Saskatchewan [1] -

148 E8 sat[1] satisfied [1] - 50:20 satis - 51:2 saw[ ] - 29:16, 81:17, 100:22 scheduling [1] - 45:4 screemg] - 90:2, 121 :17 Sean [2] - 95:2 95:24 search [1] - 68:22 SEARCH [11-3:6 sea - 40:26 seats [1] - 81:5 second [4] , 101 : _3Q seconded [1] - 43:17 secretagm] - 10:8, 12:27, 14:10, 21:7 28:17 28:19 43: section [ _[ - 17:7, 54:5 78:20 79:2 LEE secure [11-88:23 see [251-11:26, 30:8, 34:9 36:24 37:18 38:15, 42:9, 44:1, 52:10, 58:3, 65:12, 71 :15, 72:9, 79:13, 83:3, 97:22, :5, , , 117: , 130:1, seeing [3] - 14:16, 31:9 31:22 seeking [11-101:10 seeks [1] seem [2] - 49:9, 104:9 self[1[- 92:12 self-evident [11 - i send [5] - 50:3, 67:20, 110:9, sending [2] - 68:1, 119:2O seniors [11-8:10 sense [:1-18:4, 22:18 37:10 104: sen - 30:1 30:11 31:20 50:16 51:6, 51:19, 51:23, 56:25, 57:7, 58:6, 59:1, 59:7, 61:22, 67:22, 67:24, 67:25, 76:24, 89:25, 112:23,11 :1, , 114:1, 116:6,118: , , 11g~,1a.122:17, 122:19 SENT[1[ - 3:15 serious - 46:23 served ['21-31 :8. 102:14 session [21-14:22, set, [a] - 8:26, 8:27, 15:24, 37:2,, 44:14, 85:24, 1Q2:12, 12 :17 126:8 seven [1] - 100:9 several [1] - 6:7, 26:8, 27:23, :22, 43:18, 93:7, 97:7 share [11-7:11 Sheldon [5] {$24, 9214, 72:3, SHELDON lg] - 1:10, 1:16 5:1 shelf[5[ , 39',21, , 118:14 shigging [2] - 36:17, E shog[11-79:27 shorthand [:1-133:6 shofl :15, 9 shot [2] - 90:2, 121:17 show [1] - 50:8 showing [1] - 1:1g sides [2] - 122:6, E sign[1[- 112:21 signature [1] - 30:27 31:1. 112:4.112: sites [11-121:2O sitting [1] - 60:24 situation [3] , 105:18 116:12 six [31-32:5, 104:1 skill [11-133:7 sleeging [ sli ht - 6:23 sliggd [1] small [11-39:2 50 [21-2:12,19:10 social [5] ~ 85:8, 88:6, 88:26 89:1 89:6 solicited [1] - 74:16 solicitor[2] - 91:12, 11 :20 solution [2] :4 someone [5]-31:17, 38:16, 53:11, 121:17 sometime La] - 57:10, 61:19 62:21 sometimes [2] - 22:2, 2 :22, 28:14, 39:8, 44:22 50:2 71: somewhat [1] - 112:5 soon [gj - 102:15, 106:11 sum [19] - 12:14, 18: :26 59:1}, 54:13, 59:21, 61:7 66:8 73:12 82:24 91: , 108:5, :16, , 123:14 somzv,-1] - 8:4, 11:5, 21:13. 23:24. 29:14. 36:20 36:21 37:12 37:20. 38:20 39:25, sgecifically [2] - 54:6 2 sglled [1] - 9:3 sggkesgrson [ sgonsored [1] - 74:25 sgread [1] - 20:22 SPRING [1] sgring [3] - 75:16, 75i stable[;[1-111:2 ;fia.. 20:26, 23:4, 24:3, 25:3, 28:4, 28:17, 39:1, 40:14, 40:20, 5922, 72:8, 74:10, , , : , , STAFF [2] 2:17, 34:25 staffing [2] - 40:15, 118:19 stages [1] - 83:14 stamg [51-67:9, 67:15. 68: :2 113:7 stamging [3] - 112:2? stand [1] - 54:1 standards [11-69:12 standing lzl - 27:18, E started [51-6:5, 62:16 72: state [:1-9:9, 87:22, flfil gaftemennm - 33:7, 33:10 84:27 89:17 83:18, 91:5, 91:8, 112:13, 112:18, 51:5 53:26 58:7 91:23 95: :19, 63:19. 64:16. statement,[_[51-20:4. signed an - 57:3, 75:3 76:15 77:3 m&g_rs,_6_$;,_ 57:9, 58:26, 53:1, 100: : 21 70:2 113:7.113:8.113:10 112:4.113:1. 70:8 70:19 80:21 significant[a[ - 49:12, , 124:19 82:1 82:11 3:20 92:15, 92:19 sors [1] 39:26 12 significanty [11-5OI.lgh 5]- 6:7, states - 11 :5 gfl 90:1 9-1a 1o4:17 status um - 24:19, sily [1] - 57:4 sound :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, sirng er[1]- 12:18 52$ $11116 simgm [3] - 40:25, sgcial [2] - 27:17 steadily [11-12Q:18 45:4 45:9 E _t1_i1jjsin Ie sit[1]~ 47:10 33:8 33:10 40:16 STEPHEN [1] - 1:8 site [51-13;1o 47:1 46:15, 47:21, 65:8, steggd [:1-103:2, 59: : :1? stag [11] - 23:8, 23:24 25:19 51 :25 54:27 62:24 73:9 88:23 89:20 90:23 25 stick [1] - 44:17 still [ , 37:26, 49:22, 52:16, 90:2, as stigulated [11-8:3 stigulatlons [J] - 9:1 sto ~ 214 stoganov [5] - 11:24, 18:27 33:29, 42:25 Stoyanovnzl - 1:21, 7:6, 29:27, 30:24, 34:10, 41 :29, 45:20, 51:1, an 1, 68:14, 82:21 84:18 101:17, :6 130:7 STOYANOV [31] - 5:2, 5:, 5222, 7:11, 9:24 11:25, 12:8, 13:26, 14:3, 18:23, 19:3, 19:5, 19:21, g:5. 30:27, 322;, 33:23, 34:13. 34:21. 35:3. 41:24 42:4 42:7 42:16, 42:23, 42:27, 43:7, 43:10, 4 :16, 45:21, 4 :g7. 46:13, 48:9, 48:11, 48:16, 48:22 49:1 50:6 51:4 51:12 54:15 56:22, 7:24, 64:3, 64:5 64:15 65:23 6 :1 7:1 67: 57:9, 68:11, 68:15, 68:18 :21 68:25 75:18, 75:25, 76:7, 77:1 77:11 77:15 77:24 78:1 78:4 78:8, 79:7, 82:2, 84:19 86:27 87:17 98:18 98:23 99:3 101:21 102:5 103:1, 10522, 111:20,111:24, 11223,113:23, , 11 :, 115:15, 119:9, 120:1, 120:5, 121 :7, 130:8, , 131:4 131 :9 131:17, 1:11:20, 131:22, 132:4 streamlining [21-125:10, 125:13 strictures [1] - 6:19

149 strike[1[ strong [1] structural [1] structure ['21-8:21, 1&1 stuff - 2 :18 syle [:1-22:19, 29:9 subiecg L5] - 23:5, 39:20, 121:4, 132:5, L21 subseguent1z1-51 :21 67:22 subseguently [1] - 91 successive [1] - 56:10 suddenly [1] - 35:12 sufficient [2] - ag:-, 9211.smimLIAILEv-f3.. 37:14, 106:12, suggested [1] - 37:9 suggestion [2] - 58:14 105:14 suit:-1bie[z[ - 24:18, 991 sugrvise [11-47:14, 922 sugrvises [1] - 16:8 sugervising [23-7:2 12 :20 sugervision [51-21 :7, 97:4, 96:9, 106:27, sugervisor 1]- 125:7 suggliecl [1] - 114:11 suggog 91-44:10, 117:24, 118:27, 1199 suggorted [3] - 75:1, 75: 3:19 sugge [5], - 6:2, 38:13 55:12 73:17 suq[:_iosed1 1-16:15, 54:26 64:10 84:15 85:11 128:9 suggrise [1] - 127:5 sumrising [1] 114:9 surrounding [1] ~ 1999 s_u&v.m% susgt [2] - 67:14, 9221 susgnsion [1] susgicions [1] - 23:5 sweals [2] - 30:11, 9919 swore - :5 sworn [2] - 32:4, 64:8 SWORN [1] - 1:17 synch [1[ - 83:23 system [11-126:12 T table[1]- 19:19 TAKEN [1] 132:8 takeoff[1]- 43:9 talks [11-54:7 tagu]-109:18 9u99a;2Z2Z taging [2] - 26:24, 10 :20 task - 11 : tasks [1] - 20:20 team - 2 :27 24:1 teleconferencelfi] - 11L1L :17 48:25 60:16 teleconferencing [1] teleghone [33-7 :9, ten1[:_> ate [11-124:9 tend [2] - 9:29, 49:25 tenor[1] tenure [1] - 128:1 term [5] - 11:26, 56:9, 78: terminated [:1-73:8, 95:24, 96:1; termination - 5: 951L999 ten11s[z] - 66:19, 96:21 97:19 110:12 118: , 124:5 testified [2] - 30:25, testify [1[ - 3 : testi in - 19:1 THAT z - 32;, 4:19 THE[39J -1:17, 1:18, 2:12 2:1 :14 2:16 2:17 2: :9, 3:4 :7, 3:8, 3:9 3:12 3:1 3:1 3:15 3:1 : 1 3:25, 3:26, 19:9, :2, 66:9, 79:19, 1229 theme11]- 91:16 themselves [:1-89:27, 91:6, 103: 16 thereof[z[ - 96:9, , thinking [:1 ~ 68:16, 106:17, thirds [2] - 56:18, 9919 THIS [1] - 192:8 thorough [1] - 83:5 thousands [2] - 47: three - 6 :27 83:20, 1@:9, threw[1[- 61:11 throughou_t,[2[ - 22:15, 128:1 title [5] - 17:9, 96:11, 98:8.129:11.129:13 titled [51-13:27, 41 :2 54: 96:8 T0 [an ~ 2:10, 2:12, 2:13 2:15 2:18 2:21 2:22 2:24 3:1 3:4, 3:6, 3:8, 3:11, 3:12, 3:14, 3',17, 3:2 :22 3:24 4:17 4:19 19:7 1 : 19:1 : today [1] - 15:18, 19:17 19:20 92: together [5] - 35:13, 39:14 52:10 70: Tomlinson [J] - 6:24 tomorrow [1] :3 tone -. took 51-51:25, 75:6, 102:9, 115:22, tog[41-17:17, 62:4 73:17, tom [1] - 24:8 towards [J] - 88:17 traln : ] - 21:19 Hanssfihsehu; 28:18, 29:2, 38:2, 1 3:6 transcrigt, [51-26:25, 28:20, 38:26, 139:9 TRANSCRIPT [ transcrigtion [1] transcrigts [1] - 26:12, 27:27, 29:13 tra in s - 6:9 travesties [11-128:1? treasurer[ _1-10:19, 19:12,1 :1,69:2, 70:20 71:25 treated - 7:1 treating [11-15:8 tried [J9] - 23:8, 23:16, 23:27 25:22 58:9 64:16, 100:3, 103:9, , 126:1 trouble [1] - 14:16 true [1] trurng :15, 9219 trust [1] - 22:17 ti'v_l.1il - 22:16. 22:17. 2 :18, 25:19, 26:1, 37:7 44:20 44:21 50:1, 51:27, 53:1, : tying [21] - 11:15, transgrengm - 84:4, thereafter - 27:1 105:1; 2215 transgired [1] - 116:1 11:17. 12:23. 33: :2 52:23 52:24 56:2 60:23 63:24 78:11, 82:27. 94:4. 107:6 112:6 127:21, 131:4, turmoil [2-23:10, 1221 turning ] - 87:2, 89:15, 95:1, , 117:21,118:2;i_ two [15] - 5:11, 2 :1, 32:4 37:27 38:22 52:13, 56:18, 7:12, 61:4 75:14 82:3 82:18 84:9 96:15 100:8 109:20 Q :22, 116:22 ggd [1] - 102:4 gg [31-14:9, 17:23, 22:24 U-1 ultra - 7:15 unaffected [1] unanimous [1] - 13:24 unanimousy [1] - Z22 unaudited [2] 71:23, 9229 uncontested [1] - 13:24 under[13_1-6:23, 7:12, 7:19, 8:20, a:g4, 19:14, 21:7, 21:9, 107:5, , 117:4, 118:, 125:1? undergone :4 undeming [1] - 99:24 underneath [1] undersigned [9-1 3:3 understood [1] undertake [12] - 18:19, fi:11, 34:19, 49:21. 65:13. 67:27. 73:19 78:1 98:18 111:17,1 9:, undertaken [1] - 125:6 UNDERTAKING [25] :24 3:1 3:6 3:6 3:11. 3:14. 3:17. 9:20, 3:24, 19:7, 34:23 49:24 64:11 65:18 68:22 75:19 76:1. 76:23. 77:12. 98:25 131:24 undertaking [111-18:27, 50:20, 51 :9, 64:5, 98:8, :2Q. 76:15, 76:17, 77:8, 78:7 131:11 UNDERTAKlNGSm - 21 undertakings [:1-2: 1 :5 132:6 Undertakings [1] - 2:3 underway [ unethical [5] - 89:29, 89:20, 99:24, 89:27, 992 unfortunate [ unfortunatebg [21-25:8 65:3 unhaggy[1]- 95:19 unilaterally [1] 124:1 universaly [1] - 123:12 unless12[ - 27:5, 9219 ungalatable [1] unsuccessful [1] unusual [1] - 89:4 unwieldy [2] - 58:20

150 1.2m uguz]-15:23 30:18, 31:2 36:24,44:22, 50:2 51:18 53:9 61:1 63:14 72:24 81:8, 89:8, 34:26, 102: ugated [1] - 66:26 ugstairs [1] - 24: :18 voted [51-44:4, 44:15, 54:22, 117:9, :14 votes [5] - 74:16, 74:23, 76:12, 76:18, 33$ VOTING [1] - 3:12 voting :3] - 10:26, 45:9, 74:21, 75:3, 17 T wordsm-118:12 workable [2] , E Wojfflifllimil worthwhile [11 105:9 write [:1-12:10 12:15, 116:5 writing [3] - 28:11, 28:25, 65:9 123:8 written :4, V 93:15 97:9 105:9 W 5&2. Wllzlié. : 51:19 Q waiuz1-39: :7 valid [2] - 105:16, walls [1] - 24:9 Y E waminqsm - 97:16 validigg [1] 54:25 WAS [11-132:8 1ear[12] 13:16, 25:1 valuable [1] - 22:3 waylaid [1] - 86:15, 29:22 40:2 62:15 Vancouvergg] 13:15, wa1s ]- 8:15, 60:4, 62:23, 63:3, 69:10, 123:22 varied [1] - 60:7 60:5 60:12 126:3 wearing [1] - 14:17 72:24 73:1 123:23 74:26 variey [1] - 74:1; various [9] - 8:24 20:19. 40:7. 60:5. 76:20 76:25 97:8 104:8 118:16 VARIOUS [11-3:15 version [:1-7:3, 65:25 66:6 66:12 21 vested - 12 :21 vetted [11-123:9 via [1] - 85:8 vicem] - 10:13 10:15 10:20 12:27 16:15,16:16,16:18, 16:26, 17:6. 95:25, vice-gresideng [5] - 10:13,10:15,10:20, 12:27, 16:15 16:16, 16:18,16:26,129:11 vice-[:_iresident's 11] - fl vigor [1] - 25:23 vires[11-87:15 vision [1] - 24:14 visit[ 1-15:18, 32:11, 32:12 46:1 void [1] - 87:15 volunteerm - 22:4, 110:1, , L21 volunteers [1] - 126:25 vote [9] - 27:6 44:3, 54:9, 56:18, 76:11, 98:2, 116:22, E WednesdavJJJ - E _ 37:26, 41:12, 102:19 126:24 welcome [3] - 73:11, 73: WERE [1] - 3:9 whasoeveru] - 103:20 wheeichair[11-24:13 WHEN [1] 3:26 WHETHER [2] - 2:11, l!i=_8 WHICH [1] - 132:8 wh'g [1] - 63:11 whole [1] 92:7 wide - 91: willing [1] - 74:3 wish [2] - 50:24 92:5 WIT E] - 2:17, 3:16, $ 3 withdraw [1] - 44:10 withholding [1] - 47:7 Wi:t" JJAJiZ.3_._ 30:23 32:1 42:19 45:20 50:23 51 :2 64: : :16 116: word ] - 11:18, 22:19, 61:9, 11 :B A.C.E. J& 22:15 5:27, 69:22. 82:3, 82:18, 82:26, 93:29, 93:8, 113:3, 125:1? :26 YEARS [11-3:26 1esterda1[J]- 15:19 YOUR[z]-4:16, 4:19 yourself [51-36:6, 41:8 58:23 64:17 109:25 Reporting Services Inc.