Heard:	July 6, September 29, 30, October 1, 2, 1987
		Judgment:  December 17, 1987

Peter C. Ritchie, for Banco Resources Ltd.

John Rowan, for Eurell Verster Potts.

R.C.C. Peck, for Anton Johann Drescher.

W.K. Derby and Judy Atkins, for Donald Edward Cameron.

D.J. Sorochan, for Canarim Investment Corporation Ltd.

A.G. Henderson and Susan Ross, for the Superintendent of Brokers.

David Thompson, for the Commission.

REASONS FOR DECISION:-- This case was brought before the Commission on the motion of the Superintendent of Brokers (the "Superintendent").  The issues raised relate to a Statement of Material Facts dated effective August 20, 1986, (the "SMF") of Banco Resources Ltd. ("Banco"), which was signed by Eurell Verster Potts ("Eurell Potts" or "Potts"), Anton Johann Drescher ("Drescher"), Donald Edward Cameron ("Cameron") and Arthur Leonard Cameron ("A. Cameron") as directors and which allegedly did not contain full, true and plain disclosure as required by the Securities Act, RSBC 1979, c. 380 (the "Old Act"), the legislation in force at the time. Shortly after publication of the SMF and distribution of Banco shares under it, the Superintendent imposed a temporary cease trade order under section 77(2) of the Old Act. The order was extended several times under the Old Act and under section 144(3) of the Securities Act, S.B.C. 1985, c. 83, (the "New Act") and currently remains in force pending this decision.

The Commission has been asked to determine whether it is in the public interest:

1.		to make a further order under section 144 of the New Act prohibiting all trading, or trading by any person or class of persons, in the securities of Banco;
2.		to grant the application of Banco for an order under section 153 of the New Act partially revoking the order under section 144 of the New Act for the purpose of permitting reversal of the trades made to subscribers under the SMF;
3.		to make an order under section 145 of the New Act that all or any of the exemptions described in sections 30 to 32, 55 to 58, 81 or 82 of the New Act do not apply to Banco, Potts, Drescher, Cameron and A. Cameron;
4.		to make any other order as may be appropriate and necessary in the circumstances.

BACKGROUND

Banco was, prior to December 1984, a "shell" company - one with no assets or liabilities and no business - listed on the Vancouver Stock Exchange (the "Exchange"). A total of 1.6 million shares were outstanding, of which 750,000 were held in escrow. The escrow shares were acquired in December 1984 by Eurell Potts, Cameron and Drescher who, along with A. Cameron, became the directors of Banco. On December 15, 1984, an agreement was executed providing for Banco to acquire, subject to regulatory approval, Tennessee Energy Corp. ("TEC") and Tennessee Producers Inc. ("TPI") in exchange for the issuance of 4,672,000 shares from Banco's treasury, more than 99 percent of them to Sharon Potts, the wife of Eurell Potts. TEC and TPI were incorporated in Tennessee and hold oil and gas lease interests in Tennessee and Kentucky. Because the number of shares to be issued by Banco exceeded the number previously issued and outstanding, the acquisition would result in transfer of control to Sharon Potts in what is known as a reverse takeover.  In connection with the proposed acquisition of TEC and TPI, Banco entered a gas purchase and sales agreement effective April 19, 1985, which commited Banco, as seller, to construct a pipeline system enable gas to be delivered to the purchaser's pipeline. To fulfill this commitment, Banco proposed to construct a 57 mile gas transmission system in eastern Tennessee and Southern Kentucky known at the North-West Gas Transmission System (the "Pipeline").

Following announcement of the acquisition of TEC and TPI, Banco submitted a reverse takeover filing statement with the Exchange to seek approval of the transaction. There was a delay of almost one year before the filing statement was accepted, primarily because of the concerns the Exchange staff had about the suitability of Eurell Potts as a director and officer ofa public company. Potts had for 22 years been licensed in the United States as a securities salesman. In 1980 he had entered into a consent judgment in connection with allegations by the Securities and Exchange Commission that he had engaged in practices resulting in misrepresentation or omission of material facts to purchasers and sellers of securities of a Tennessee company, and engaged in conduct tending to manipulate the price of the company's shares. The question of whether Potts should be permitted to become a director of Banco was referred by the Exchange to the Superintendent's office and the Corporate Investigations Branch. Upon receiving advice that the concerns were insufficient to prohibit Potts from directorship and after obtaining satisfactory answers to other questions, the Exchange approved the reverse takeover in December 1985 subject to two conditions imposed by the Superintendent: Before the transaction could be completed, Banco was required to obtain sufficient financing for completion of the Pipeline; and 3.17 million of the 4.67 million shares issued to Sharon Potts were to be held in a voluntary pool until completion of Phase I of the Pipeline.

In order to raise the financing for the Pipeline, Banco undertook in early 1986 to do a public offering through the Exchange. Canarim, a member of the Exchange, was Banco's agent for the financing. The Canadian solicitor for the financing was Cameron who, as well as being a director of Banco, is a partner in the law firm Worrall, Scott and Page. A Statement of Material Facts was completed and approved by the Exchange and the Superintendent in January 1986.  In addition to the primary distribution, a secondary shareholder distribution of 750,000 shares by Sharon Potts was qualified by the statement.

Because there was no public interest in the offering, attributed to falling world oil prices, the issue was withdrawn. A second statement of Material Facts was completed in June 1986 but it expired before any sales were arranged. Finally, on August 20, 1986, a third SMF was completed, but again there was very little market interest.

At some point prior to or on September 3, 1986, Potts, Cameron, and Drescher concluded that the minimum subscription of 350,000 shares would not be achieved and that the distribution would again fail. To avoid this outcome, Banco's directors decided that the distribution could proceed by having Potts acquire 600,000 shares at a price of $9.00 per share, in exchange for the retirement of debts which Potts said were owed to him by Banco but which were not reflected in the financial statements contained in the SMF. After cursory discussions between Cameron and the Exchange and the receipt by Cameron of a telex from Banco's staff accountant in Tennessee which purported to verify the amount owing to Potts, the 600,000 shares were sold to Potts through the Exchange. No money actually changed hands in respect of these shares - the purchase was handled through journal entries in Potts' account with Canarim.

When the distribution was concluded on October 2, 1986, a total of 634,000 shares had been sold: 610,000 to Potts, 18,700 to others connected to Banco or the offering (including Cameron's and Drescher's firms), and 5,300 to the public. Canarim earned a commission on the transaction of approximately $338,000. On instructions from Cameron and Drescher, as directors of Banco, the proceeds of the issue were credited by Canarim to the accounts of Potts ($5,285,705), Worrall Scott and Page ($56,621) and Westpoint Management Consultants, a company wholly owned by Drescher, ($28,000) in Settlement of debts stated to be owed by Banco. These amounts were offset by debits of similar amounts to pay for the shares acquired in the distribution. Little, if any, cash was actually received by Banco as a result of the distribution.

When the office of the Superintendent was advised of the results of the distribution, an investigation was begun. In a letter to Canarim dated October 15, 1986, Mr. E.L. Affleck, then Director of Filings, indicated that the Superintendent's office was "astonished by the distribution in that it does not exhibit the characteristics anticipated for a primary distribution to the public." In addition to seeking further details on the distribution, the letter asked Canarim to explain how the Potts family could afford to purchase $5.4 million in Banco shares, given that the SMF indicated the family was undertaking a  shareholder distribution in order to raise cash to cover previous out-of-pocket payments on the pipeline and gas fields.

Mr. Affleck's letter was replied to on behalf of Canarim by Cameron as solicitor for Banco. In a letter dated November 3, 1986, Cameron explained the arrangement whereby shares were issued under the distribution to Potts, Worrall, Scott and Page and Westpoint Management Counsultants in Settlement of debts. He indicated that this step was taken by Potts in order to complete the offering after it became apparent that the market would not accept it, and by Cameron and Drescher when it became apparent that the offering would not provide Banco the cash necessary to pay its obligations.

The matter was further canvassed during a meeting held at the Exchange on November 6, 1986, which was attended by Cameron and Drescher as well as representatives of the Exchange and the Superintendent's office. The Exchange representatives expressed concern that the distribution was used to settle debts which were not reflected in the financial statements included in the SMF and that Banco made no effort to disclose to the public the change in the use of proceeds from that outlined in the SMF. While acknowledging that a news release should have been issued, Cameron argued that there was not a material change in the use of proceeds as the debt to Potts represented money spent by Potts on the Pipeline.

On November 7, 1986, the Exchange halted trading in Banco shares and the Superintendent issued a temporary cease trade order on the grounds of inadequate disclosure of material changes related to the use of proceed and the issuance of shares in Settlement of debt.

In the following weeks the Superintendent's office and the Exchange conducted further investigations into Banco and the SMF, culminating in a meeting at the Exchange on December 4, 1986, attended by Potts, Cameron and Drescher as well as legal counsel for Potts, Drescher and Banco, Banco's controller, and representatives of the Exchange and the Superintendent. The investigations provided evidence of further inaccuracies and omissions in the SMF, including: undisclosed litigation between Banco and McAlester Gas Field Services Inc. ("McAlester"), the contractor for the Pipeline construction; undisclosed allegations by Banco, in connection with the litigation, that McAlester's work on the Pipeline was "substandard" and exhibited "poor workmanship"; undisclosed information that McAlester was not licensed or qualified for pipeline construction work in Tennessee; the existence of an undisclosed subsidiary of Banco, Resources Investment Inc. ("Resources"), which holds title to the Pipeline; an undisclosed Deed of Trust, executed by Potts for Resources and dated July 8, 1986, pledging the Pipeline and right-of-way as security for a debt of U.S. $921,508 owed to Potts; material inadequacies in the disclosure related to the status of Banco's acquisition of TEC and TPI; and significant omissions and inaccuracies in the unaudited financial statements for the eleven months ended June 30, 1986. It also became apparent that a significant portion of the purported debt for which Potts received shares under the distribution related to expenditures undertaken on behalf of TEC and TPI prior to the proposed acquisition of those companies by Banco, and were already reflected in the consideration given to Sharon Potts pursuant to the terms of that acquisition.

On December 8, 1986, the Exchange advised Banco that its securities were to be delisted effective the following day, stating that, "in consideration of all the facts and circumstances," the case is overwhelmingly clear and convincing that the subject SMF is a materially false and misleading document."

In early 1987 Banco and Potts began efforts to cancel the distribution by reversing the trades, Agreement was reached with Canarim and all of the subscribers, subject to obtaining from the Commission a partial revocation of the cease trade order to allow the unravelling of the distribution, the application for which is a subject of the current proceedings.

In June 1987, following further investigation, the Superintendent requested that the Commission hold a hearing into this matter to consider imposition of a cease trade order under section 144(1) of the New Act to replace the temporary order which had been extended under section 144(3), the partial revocation of the cease trade order requested by Banco to permit cancellation of the distribution and the removal of trading exemptions available to Banco's directors.

The hearing began on July 6, 1987, but was quickly adjourned at the request of Potts. It resumed on September 29, 1987, and lasted four days.

Much of the hearing was taken up by witnesses giving evidence as to the sequence of events described above and as to the steps taken by key individuals in performing due diligence to verify the accuracy and completeness of disclosure in the SMF. With respect to the latter point, Mr. Peter Brown, Chairman of Canarim, testified that there was a different and lower standard of diligence in the industry under the Old Act than there is under the New Act. He described a system of joint due diligence involving the underwriter working co-operatively with the Exchange and the Superintendent's office and stated that the industry in Vancouver did not undertake due diligence for junior issuers to the degree which is standard for senior issuers in other jurisdictions because the costs were prohibitive. He suggested that Canarim would have been willing to do a revised SMF to deal with Potts taking shares for debt if the Exchange had insisted on it, and that in retrospect he wished the firm had done so on its own, but that he did not consider a revision necessary at the time. With respect to the content of the SMF, Mr. Brown indicated that his firm made inquiries at the time of the initial SMF and was satisfied with the results, but he acknowledged that nothing had been done by Canarim after March 1, 1986. A number of adverse developments in the affairs of Banco occurred after that date.

Cameron, in his testimony, conceded that it was not appropriate for a company's directors to leave responsibility for due diligence to the Exchange or the Superintendent's office. However, he and the other directors described a situation in which Banco's directors met rarely and the audit committee met only once, and that by telephone. There was little active examination by the directors of the disclosure in the SMF and Potts, in particular, played virtually no role.

The Directors

The Superintendent argued that the SMF clearly failed to meet the statutory requirement of "full, true and plain disclosure". While acknowledging that this was a case not of intentional wrongdoing but of serious neglect, he argued that the document was misleading in its overall effect and in a number of specific points.  This argument was not seriously contested by the respondents.

The Superintendent went on to argue that Potts, Cameron and Drescher, who were members of Banco's audit committee and who signed the certificate stating that the SMF constituted "full, true and plain disclosure of all material facts relating to the securities", had failed to meet their obligations to exercise due diligence in the reviewing the content of the SMF.  He argued that it was in the public interest for the Commissioner ot remove these directors' exemptions in order to protect the public from further inappropriate securities dealings by these individuals and to penalize them for their failure of duty and thereby establish a deterrent for others.

For Potts, who was described as the controlling heart and mind of Banco, the Superintendent argued that he had fallen so far below the standards required of a director that his trading exemptions should be removed indefinitely.

The Superintendent described Cameron as an experienced lawyer, who should have taken greater responsibilty to ensure that any material litigation was disclosed in the SMF by dealing with Banco's attorney in Tennessee, and who should have recognized many of the other inadequacies in the SMF itself and in the steps taken to verify certain key statements in the SMF. It was suggested that the appropriate remedy would be for the Commission to remove Cameron's exemptions for five years, with an exception, for management of personal affairs, to permit up to twelve trades through a registered dealer in each twelve month period from the date of the order.

The Superintendent argued that Drescher, as a Registered Industrial Accountant, should have taken primary responsibility for ensuring accuracy of financial matters in the SMF and should have exercised much greater diligence ininquiring into the use of proceeds and the purported debt for which Potts ultimately received shares. It was pointed out that Drescher's management companty was well compensated by Banco for Drescher's services.  It was suggested that Drescher's exemptions be removed for three years subject to the same exemption as suggested for Cameron.

Counsel for Potts argued that the penalties proposed are too harsh and are unrealistic.  While acknowledging that Potts "may have slipped up" on the disclosure in the SMF, he argued that, as the businessman among the directors, he left the reviewing of documents to others.  Counsel suggested that Potts would learn a lesson from this experience and his past failings were already being pointed out to the public.

He also argued that there was no harm done by the distribution as it was stopped quickly and can be unwound. He argued that the problems surrounding the SMF resulted not from an intentional act but by accident or neglect. Accordingly, he suggested, the penalty must be more reasonable.  If exemptions are to be removed, he said, it should be for a fixed and short period.

Counsel for Cameron pursued two lines of argument.  First, at the hearing and in subsequent written submissions, he argued that removal of exemptions is not warranted in this case because "there is no suggestion of fraud, no alleged abuse of the exemption provisions and no deliberate breach of the Act, regulations, or rules," and further because "there has been no notice given that a denial of exemptions might be sought notwithstanding that there has been no fraud, abuse of exemptions or deliberate breach". Several cases from Ontario were cited by counsel in making this submission, notably In the Matter of the Securities Act and Darron Copper Corporation Limited, October 15, 1964, and in the Matter of the Securities Act and John N. Whitty, April 14, 1965. In these two cases the Acting Director of the Ontario Securities Commission declined to issue orders removing exemptions because there was no evidence of fraud or abuse of exemptions. The other cases cited were ones where exemptions were removed on the basis of fraud, abuse of exemptions or a deliberate breach and, in one case, where notice had been given that the power would be used in the particular circumstances.

The second line of argument on behalf of Cameron was that, "given the standards at the time, the proper amount of due diligence was undertaken' and therefore "no guilt or penalty should be applied to Cameron". Counsel relied on the testimony by Mr. Peter Brown to argue that, under the Old Act, standards of due diligence were lower than they are today and that due diligence involved mutual reliance among the Exchange and the Superintendent's office as well as the underwriter, directors, accountants and lawyers. He argued that reasonable and sufficient steps were taken by Cameron to determine whether there were any lawsuits outstanding and to verify, through others on whom he should reasonably have been able to rely, the debts and use of proceeds.  He concluded "nothing he has done should imply he has fallen below the standards of the time and no penalty should  be imposed because there was no intention of wrong doing."

Counsel for Drescher argued similarly that his client had exercised due diligence in accordance with the standards of the time. He described Drescher as a young man, working on his first SMF and trying to get the job done in the midst of a fast moving operation. He stated that it was reasonable for Drescher to rely on the advice of others for many aspects of the SMF and that, despite the inadequacies identified in the interim financial statements by the Superintendent, the presentation used in the SMF had been supported by Banco's auditor, Corcoran and Company.  In light of the fact that dishonesty was not alleged or proven, he argued, the penalty suggested by the Superintendent was too harsh.

There is no question that the SMF did not constitute full true and plain disclosure at the time it was signed. The document was riddled with inaccuracies, inconsistencies and omissions even before the decision of issues shares to Potts was taken. once the shape of the distribution changed to become largely an issuance of shares to the company president in exchange for cancellation of debts, the impression conveyed of a sale of shares to raise between $2.6 million and $8.8 million for future pipeline construction and gas well  drilling became totally misleading.

Arguments were made that this was an accident, that nobody did anything wrong (except perhaps Potts who "may have slipped up") and that due diligence was undertaken commensurate with the "standards of the time." In assessing this, we must consider the duties imposed by statute on Banco's directors. Section 42 of the regulations to the Old Act provides, "A statement of material facts shall provide full, true and plain disclosure of all material facts relating to the security proposed to be issued." This is almost identical to section 116 of the regulations to the New Act.  Section 142(l) ot the Company Act requires directors to "act honestly and in good faith and in the best interests of the company" and to "exercise the care, diligence and skill of a reasonably prudent person". There has been no amendment to this provision during the time in question.  Clearly, the statutory obligation has not changed.

The Old Act also required, as does the New Act, that the directors of a company issuing securities certify in a prospectus or SMF that the document does, in fact, constitute full, true and plain disclosure. Potts, Cameron and Drescher signed such a certificate in the SMF, a document which has been shown not to contain full, true and plain disclosure. If the arguments of their counsel were accepted, we would simply allow the distribution to be cancelled and tell everyone to do better next time. This we cannot do.

The Commission has been established to administer the regulation of securities in British Columbia in accordance with the public interest. It is clearly in the public interest that persons who fail to meet the statutory obligation to provide full, true and plain disclosure of all material facts, an obligation which is the very essence of securities regulation in Canada, must incur some penalty.

We do acknowledge that, although the statutory obligation has not changed, the standards arid expectations for due diligence have increased with the passage of the New Act and the establishment of the Commission. However, we reject the argument that removal of exemptions can be used only where there has been fraud, abuse of exemptions or a deliberate breach of the Act. Section 145(1) of the New Act, which is similar to section 20(3) of the Old Act, provides a remedy which may be applied in the public interest. No further restriction is provided by statute and the jurisprudence presented on this point is not compelling.

We find that the efforts made by Potts fell well below any conceivable standard of due diligence. As a former licenced securities salesman he ought to have realized implicitly the failings of the SMF. Furthermore, he treated Banco as if it were his own private company, involved himself in numerous dealings with Banco and failed to consult or inform the other directors regarding significant business decisions. In our view he is unsuitable to be a director of a reporting issuer and should not be permitted to trade in this jurisdiction for many years. Accordingly, we order that the exemptions described in sections 30, 31, 32, 55, 58 and 81 shall not apply to Potts for twenty years from the date of this decision.

We find that Cameron has failed to live up to reasonable expectations of performance. Where an experienced securities lawyer acts as both director and solicitor, one should be able to assume a high standard of due diligence. Even if standards were lower in 1986 than they are today, it was not appropriate for the directors of a reporting issuer to rely on the Exchange and the Superintendent's office to catch any omissions or inaccuracies. It is clear that Cameron did not make the inquiries necessary to inform himself about the business. As a result, he found himself having certified as to the accuracy of disclosure in the SMF without having taken the steps necessary to do so knowledgeably. This failure was compounded when he failed to recognize that the changed circumstances surrounding the share issuance to Potts cried out for an amendment to the SMF. It is the Commission's view that we must impose a penalty for such a serious failure of duty. Accordingly, we order that the exemptions described in sections 30, 31, 32, 55 and 81 of the Act shall not apply to Cameron for a period of three years from the date of this decision.

   Similarly, we find that Drescher failed to meet reasonable expectations. Although these expectations may not be as high as for Cameron, they are significant. Drescher is a qualified accountant who has been a director of six reporting issuers and he was compensated by Banco for providing services including the preparation of interim financial statements for the SMF. He, also, signed the SMF without taking seriously the responsibility to satisfy himself as to the accuracy of the disclosure. We order that the exemptions described in sections 30, 31, 32, 55 ,58 and 81 of the Act shall not apply to Drescher for a period of two years from the date of this decision.

For both Cameron and Drescher we allow an exception to permit a maximum of twelve trades through a registered dealer in any twelve-month period during the term of the order.

The Cease Trade Order

The most difficult question facing the Commission is the disposition of the cease trade order. The Superintendent argued that the order be extended until Banco files a material change report and brings its statutory filings up to date, and Potts, Cameron and Drescher resign as directors and divest control of Banco.

Counsel for Banco argued that the proposal to remove Potts, in particular, was unrealistic and not in the interests of the shareholdres.  Describing Banco as "an exciting business prospect with substantial assests", he argues that the cease trade order should be lifted immediately to stop "bludgeoning" the shareholders and allow Banco to operate.

Counsel for Potts echoed these concerns and argued that removal of Potts could kill the company.

The dilemma for the Commission is this.  The "controlling heart and mind" of Banco is a person we have found to be unsuitable as a director of a reporting issuer.  And yet we are told that, if this person is removed from this particular company, whatever value there is for the shareholders may be lost.  Where does the public interest lie?

In finding the public interest we must balance these factors. Can we, in good conscience, allow Potts to control a reporting issuer when he has demonstrated a total disregard for the obligations which apply when funds are raised from the public? Alternatively, can we deny Banco shareholders the right to trade until Potts sells his interest in the company, knowing there is a risk that this may destroy the company's business prospects?

We believe the solution lies where the problem arose, in disclosure.  Banco must bring the state of public disclosure up to an acceptable standard before trading in its shares can resume.  In addition, because of Potts' demonstrated failure in responsibility, Banco must be kept under close regulatory scrutiny so long as Potts remains involved.  The following two orders give effect to these remedies.

First, we order, under section 144(1) of the New Act, that all trading cease in the securities of Banco until:

1)		Banco files a prospectus pursuant to Part 7 of the New Act and receives a final prospectus receipt from the Superintendent;
2)		Banco issues a news release satisfactory to the Commission; and
3)		Banco brings its other statutory filings up to date.

Second, we order under section 145(1) that the exemptions described in sections 30, 31, 32, 55, 58, 81, and 82 of the New Act do not apply to Banco until the Commission receives evidence to its satisfaction that Potts is no longer a director, officer or controlling shareholder, directly or indirectly, of Banco. The Commission will, of course, consider specific applications for relief from these orders to allow Banco to bring its affairs in order and carry on business.

Cancelling the Distribution

Finally, we come to the matter of Banco's application for an order partially revoking the cease trade order to allow reversal of the trades made in the course of the distribution under the SMF. Given our views on the SMF, we have no doubt that it is in the public interest to cancel the distribution. Our only concern relates to a recital in the cancellation agreement among Banco, Canarim and the subscribers to the effect that the Exchange and the Superintendent have consented to the cancellation. It is our understanding that this recital does not accurately reflect the positions of the Exchange and the Superintendent. Subject to the agreement being amended to correct this recital, we order under section 153 of the New Act that the cease trade order under section 144(1) and the orders removing exemptions under section 145(1) be partially revoked to allow the reversal of all trades made in the course of the distribution under the SMF.

Closing Comment

The distribution which is the subject of these proceedings marks a sorry episode in the history of the British Columbia securities market. The due diligence process, under which an issuer, its directors and underwriter are expected to ensure that a prospectus or SMF contains full, true and plain disclosure before signing certificates to that effect, broke down in the largest distribution of 1986 on the Exchange.

Evidence was given that at least some of those involved in the distribution relied on the Exchange and the Superintendent's office in lieu of conducting a due diligence review. This is not acceptable. These regulatory bodies have an important role in the vetting of prospectuses and SMFs but the responsibility for ensuring that disclosure documents meet the required standards remains with the issuer, its directors and underwriters. In the circumstances of this case, the Exchange can fairly be criticized for failure to detect the problems with the SMF sooner, but that did not relieve those primarily responsible from their obligations.

For the future, those participating in British Columbia's securities market should regard this decision as notice that the Commission will firmly apply the provisions of the Securities Act where it determines that there has been behaviour prejudicial to the public interest.

D.M. HYNDMAN, Chairman
M.S. JAWL, Member
J.P.H. McCALL, Member