July 7, 2016 7 months 3 weeks ago

Former CEO Townsend files suit against CCSA

SAINT JOHN, N.B. – Alyson Townsend, the former chief executive officer of the Canadian Cable Systems Alliance, has filed a lawsuit against the organization for which she worked for 23 years, claiming wrongful dismissal.

The CCSA (a national alliance of independent network owner-operators) and Townsend parted ways last month, as we reported here. She had been CEO since 2001.

In her statement of claim filed last week with the Court of Queen’s Bench of New Brunswick, which has not been proven in court and to which the CCSA has not yet responded, Townsend says the CCSA’s board of directors now appeared to be planning, without her knowledge, changes to the Alliance operations for some time, such as moving its headquarters from Quispamsis, N.B. to Ottawa.

Townsend’s statement of claim centres around May of this year and the preparations for the CCSA’s May 11th board of directors meeting and what happened right after it. According to her, it had become common practice for the board to hold in-camera meetings without her there to talk about the organization’s “strategic planning and objectives,” says her statement of claim.

“Included amongst these decisions were matters of fundamental importance to CCSA, such as key leadership functions and even the relocation of CCSA’s head office from New Brunswick to Ottawa, Ontario,” reads her filing. “The strategic decisions were not made known to Ms. Townsend until mid-May 2016 and have never been presented to the Member Companies of CCSA, being the company’s shareholders. Ms. Townsend had no opportunity to have input into the Strategic Decisions.”

She also says in her statement of claim that her previously held decision-making authority had been “systematically stripped” from her over the past two years, despite the fact she was “consistently praised for her performance” and received nearly all of her performance-based bonuses through the years.

However, she was asked to meet with CCSA board chair David Baxter in Toronto on May 19 where her statement of claim says she was offered “a final period of employment with the CCSA” of 18 months, subject to one possible extension of six more months. This was different than the three to five year contract renewals she was offered in the past, says the filing.

There were four conditions tied to the offer, says her statement: To “develop and present a recommendation to the Board by October 31 a plan to establish employers’ new offices in the National Capital Region and move all components of CCSA’s operations to Ottawa and oversee the implementation of the approved plan”; to be present in Ottawa as required; to announce her retirement from the CCSA no later than October 15, 2017 and to keep confidential the terms of her contract including from member companies and CCSA staff.

He statement says it was the first time she knew of the board’s intention to end her tenure as CEO and move the CCSA head office. The board asked her to respond to the offer by May 27th and when she did not (she said in the statement of claim she was “distressed by the offer” because it further restricted her duties as president and CEO, required her to hire and train her replacement and keep the move confidential) the board terminated her employment on June 8, 2016.

“Ms. Townsend states that the dismissal was wrongful and without just cause or alternatively, reasonable notice,” reads the court filing, and constitutes her “constructive dismissal.”

She seeks various damages in the suit relating to her loss of income and the lack of notice of her dismissal, but there is no dollar figure mentioned in the statement of claim.

In addition, Townsend wants the court to force change at the CCSA, too. “As a former officer of the CCSA, she “requests relief pursuant to section 241 of the Canadian Business Corporations Act as the board of directors of the CCSA, led by chairman Baxter, has engaged in conduct oppressive that unfairly disregards the interests of the other 110 member companies (being the shareholders) who have not been advised of the board of director’s plan to move the head office of CCSA from New Brunswick to Ottawa and the significant operation impact this will have on the shareholders,” continues her statement of claim.

Townsend cites the cost factor and believes membership dues in the CCSA would be affected and that “most CCSA employees are specialized long term employees with deep roots in their communities and moving to Ottawa would be highly unlikely.”

So, under section 241, Townsend has asked the court to order the CCSA office not be moved until there has been a shareholder vote on the matter; that the members of the board be replaced; and that it order the review of the “anti-competitive articles and bylaws and policies of CCSA especially relating to restriction of membership.”

As we noted, the CCSA board will respond to this statement of claim (it has 40 days to do so), none of which has been proven in court, in due time.