A Guidebook for Airport-Airline Consortiums (2014)

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14 It is important for a consortium to establish itself as a legal entity if the consortium intends to enter into legal contracts with third parties and otherwise engage in business activities. Histori- cally, many consortiums were formed as a loose affiliation of airlines without the use of a legal entity. The airlines that participated in these types of affiliations could be individually liable for all of the consortium activities and the contracts entered into by the consortium. These loose affiliations, essentially unincorporated associations or general partnerships, did not take advan- tage of certain benefits and protections granted to legal entities, such as limited liability or a formalized structure. As a result, the current trend is for new consortiums to form a legal entity. The following identifies various legal entities available when forming a consortium, positive and negative aspects of each entity, and the federal and state regulatory issues related to forming a legal entity. In most situations, the focus will be on how the entity and its owners will be taxed, the extent to which the entity will shield its owners from liabilities arising out of its activities, and the formalities that must be adhered to in order to comply with state law and the entity’s internal governance requirements. Given that legal entities formed by consortiums are com- monly treated as subchapter “C” corporations for income tax purposes (see discussion below), the nature of the activities engaged in by a consortium usually does not dictate that one type of entity be selected over another. Therefore, each of three entities described below can be used for a terminal, equipment, fuel, or other consortium activities. The entities listed below tend to be the most appropriate and commonly used when forming consortiums: • “C” Corporation • Limited Partnership • Limited Liability Company However, as noted in Table 1 and the description of limited partnerships below, the use of a limited partnership is less common than the use of a corporation or limited liability company largely because the general partner of a limited partnership is subject to unlimited liability. As also noted in Table 1, the use of corporations and limited liability companies is equal. Because corporations and limited liability companies both provide limited liability to all stock- holders and members and can both be treated as a subchapter “C” corporation for income tax purposes, the choice between these two types of legal entities comes down to the formalities and management structure desired by the consortium. If a consortium desires a rigid statute-driven structure with formalities, such as annual meetings, notices, voting requirements, ownership transfers, books and records, and management rights, a corporation would be the appropriate choice. On the other hand, if a consortium desires fewer formalities and the ability to create a customized set of governance and management requirements, a limited liability company would be the appropriate choice. C H A P T E R 4 Business Entity Selection IMPLEMENTATION FEASIBILITY STUDY BUSINESS ENTITY SELECTION CONSENSUS TO PROCEED PREPARE AGREEMENTS INITIAL CONSENSUS

Business Entity Selection 15 As illustrated by Figure 1, the overall frequency of consortium formation has increased dra- matically in recent years, with 18 consortiums having been formed since 2005. Further, through 1991, all consortiums were formed as corporations. In 1999 the selection of business entity shifted primarily to limited liability companies, because this structure started to become avail- able in more states. Since 1999, all new consortiums except three have been formed as limited liability companies. Despite the common usage of the entities listed above, the appropriateness of such entities and the specific details regarding each legal entity may vary from state to state, depending on the gov- erning law of the state in which the legal entity is formed or incorporated. Other business entities that tend to be considered but are not commonly used in consortiums are briefly discussed at the end of this section and include the following: • Nonprofit Corporation • Sole Proprietorship • General Partnership • Limited Liability Partnership • “S” Corporation • Business Trust • Cooperative This overview is not intended to be legal or tax advice. Prior to forming a consortium, the participants should consult with legal and tax counsel. Common Consortium Legal Entities “C” Corporation A corporation is a legal entity that has one or more shareholders, officers, and directors. The shareholders are the owners of the corporation while the officers and directors manage the corporation. The board of directors provides oversight, sets policy, and directs the cor- poration’s activities while the corporation’s daily affairs are administered by its officers. Any domestic or foreign individual, trust, corporation, partnership, or other legal entity may become 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 A AT C A CH A FF C A N CF AT LE CO N B O SF U EL CI CA TE C D A N Te C D EN CO FL L FU EL H FF C H PT FU EL IA D F IN D F U EL LA SF U EL LA X 6 LA X FU EL LA X SU L M AT CO M CI F ue l M CO M EM FU EL O FF C O N T O N T- TE C PA C PF C PF FC PV D F U EL R FF C R SW SA A C SE A FU EL SF O F U EL SF O TE C SJ FC SN A FU EL TB IT EC TO G A To ta l Corp X X X X X X X X X X X X X X X X X X X 19 LP X 1 LLC X X X X X X X X X X X X X X X X X X X 19 Table 1. Form of business entity. 0 1 2 3 4 5 6 1960 1965 1970 1975 1980 1985 1990 1995 2000 2005 2010 Corporation Limited Partnership Limited Liability Company Figure 1. Business entity selections.

16 A Guidebook for Airport-Airline Consortiums a shareholder of a corporation. In general, only individuals may be officers or directors of a corporation. A corporation is formed by filing articles of incorporation (or the equivalent for the particular state of formation) with the governing state authority, typically the secretary of state. In general, each shareholder’s liability is limited to the amount of its investment in the corporation and each officer and director is not subject to any liabilities for a corporation’s debts or obligations. How- ever, under legal doctrines such as “piercing the corporate veil,” the limited liability protections granted to each shareholder may be lost in certain limited circumstances if the corporation and its shareholders, directors, and officers do not comply with certain formalities. Furthermore, directors may be personally liable if they breach certain fiduciary duties owed to the corporation. A discussion of these legal doctrines is beyond the scope of this overview. The officers and directors have the authority to manage the corporation’s activities and affairs. Shareholders tend to have limited managerial rights. Management of a corporation is governed by statutory and common law as well as the corporation’s bylaws and articles of incorporation. Shareholders may enter into a shareholder agreement for the purpose of addressing a variety of matters such as share transfer restrictions, shareholder stock repurchases, capital contribution obligations, and the like. State law corporations may be referred to as “C” corporations or “S” corporations, which refer to how the state law corporation is characterized for federal income tax purposes. By default, a corporation will be treated as a “C” corporation which means that the corporation will be taxed under subchapter “C” of the Internal Revenue Code of 1986, as amended. In certain circum- stances, a corporation may elect to be taxed as a subchapter “S” corporation (see discussion below regarding “S” corporations). Additional benefits of a “C” corporation include the following: i. “C” corporations enjoy a well developed body of interpretative law and are generally well understood by parties involved with the corporation. ii. There are no restrictions on the number or type of shareholders. iii. In general, shareholders, directors, and officers enjoy limited liability. iv. “C” corporations may have centralized management whereby the directors and officers have the authority to manage the corporation’s activities and affairs. v. “C” corporations may have different classes of shareholders depending on the type or nature of investment by the various shareholders. Additional disadvantages of a “C” corporation include the following: i. Unlike limited partnerships and limited liability companies, corporations must adhere to additional formalities to provide the shareholders, officers, and directors with limited liability. ii. “C” corporations pay income tax as a separate entity. When a “C” corporation distributes its after tax earnings to its shareholders as dividends, the shareholders may be taxed on their share of the dividends. If so, double taxation occurs. (Note that this disadvantage may be muted if the consortium is not expected to generate significant profit). iii. “C” corporations must undertake the administrative burden of maintaining an accurate stock ledger and issuing and canceling stock certificates upon transfers of ownership. With regard to a consortium, a “C” corporation provides the benefit of limited liability to each shareholder and an organizational structure that is familiar and well understood by consortium participants, lenders, and third parties such as states, counties, cities, airport authorities, and operators. However, the additional formalities, including the maintenance of stock records, required to maintain limited liability may be overly burdensome for some consortiums and can put the shareholders at risk if they fail to adhere to such formalities. Also, if a consortium intends

Business Entity Selection 17 to generate and distribute substantial profits, the concept of double taxation will make a “C” corporation a less desirable entity choice. Limited Partnership A limited partnership is a legal entity that has at least one general partner and one limited part- ner. The partners are the owners of the limited partnership. Any domestic or foreign individual, trust, corporation, partnership, limited liability company, or other legal entity may become a partner of a limited partnership. A limited partnership is formed by filing a certificate of limited partnership (or the equivalent for the particular state of formation) with the governing state authority, typically the secretary of state. A general partner’s liability for the limited partnership’s debts and obligations is unlim- ited while a limited partner’s liability is limited to the amount of its investment in the limited partnership. However, to reduce this unlimited liability, parties forming limited partnerships commonly form another legal entity such as a corporation or limited liability company to serve as the general partner. In addition, under certain state statutes, limited partnerships may file an election to be treated as a “limited liability limited partnership” whereby the general partner’s liability obligations may be limited. Each general partner has the authority to manage the limited partnership’s activities and affairs while the limited partners typically have limited management rights. In general, except for certain default rules set forth in the applicable state statutes governing limited partnerships, the rights and obligations of each partner (such as restrictions on the transfer of partnership interests or the obligation to make capital contributions to the limited partnership) will be set forth in the limited partnership agreement that is adopted by the partners. Additional benefits of a limited partnership include the following: i. Absent a special election that is filed with the Internal Revenue Service (and possibly with the applicable state taxing authorities) requesting that the limited partnership be treated as a corpo- ration for applicable income tax purposes, a limited partnership is a pass-through entity, which means that the limited partnership does not pay income tax on its income or gain. Instead, the limited partnership’s profits and losses are computed and allocated among the partners annually and passed through to the partners who include their respective share of those items on their income tax returns (whether or not distributed). ii. Limited partnerships may have centralized management whereby the general partners have the authority to manage the limited partnership’s activities and affairs while the limited part- ners have limited voting or approval rights. iii. Limited partnerships may have different classes of limited partners depending on the type or nature of investment by the various limited partners. iv. In general, property that has appreciated in value may be transferred into or out of a limited partnership without triggering income tax. v. Subject to certain limits, a limited partnership may specially allocate items of income, gain or loss to certain partners or may grant a “profits” interest to partners in exchange for services without triggering current income tax. vi. Limited partnerships have been used for many years and as a result the statutory and case law governing limited partnerships is well settled in most instances. Additional disadvantages of a limited partnership include the following: i. As previously mentioned, the general partner is subject to unlimited liability for the lim- ited partnership’s debts and obligations. Although using a limited liability entity may solve this problem, this solution adds greater complexity, including requiring additional record

18 A Guidebook for Airport-Airline Consortiums keeping and tax returns associated with the limited liability entity serving as the general partner. ii. Historically, a limited partner must be excluded from having any right to participate in the management of the limited partnership to realize the limited liability protection. These his- toric rules have been mitigated over time so that under many state limited partnership acts limited partners may have greater rights to participate in the management of the limited partnership. iii. The rights and obligations of the partners must be addressed in a written partnership agree- ment which may be complex. Unless otherwise provided in the limited partnership agreement, a partner may assign or transfer its partnership interest in whole or in part, and the assignment will not dissolve the limited partnership. With regard to a consortium, a limited partnership may present some challenges due to the fact that one of the consortium participants must serve as the general partner, and be burdened with unlimited liability, or a limited liability entity (e.g., a corporation or limited liability com- pany) must be formed to serve as the general partner. In the event that a limited liability entity is created to serve as the general partner, the consortium would want to diligently analyze its rea- sons for choosing a limited partnership and not operating the consortium as the newly formed limited liability company. For a consortium, a limited partnership may also present challenges with regard to manage- ment rights. Often, consortiums want to have equal management or management rights that correspond to usage or financial commitments. In states that exclude limited partners from man- agement, a limited partnership will not allow for equal or pro rata management unless a limited liability entity is formed to serve as the general partner, and each of the consortium participants manages the limited partnership through such entity. Lastly, a limited partnership generally provides an organizational structure that is familiar and fairly well understood by consortium participants, lenders, and other third parties; how- ever, such familiarity and understanding may be reduced by evolving laws or overly complex or sophisticated management structures adopted by the partners. Limited Liability Company A limited liability company is a legal entity that has one or more members and may have one or more managers. The members are the owners of the limited liability company while the managers, if any, have roles that are similar to both officers and directors of a corporation. Any domestic or foreign individual, trust, corporation, partnership, limited liability company, or other legal entity may become a member or manager of a limited liability company. A limited liability company is formed by filing articles of organization (or the equivalent for the particular state of formation) with the governing state authority, typically the secretary of state. In general, each member’s liability is limited to the amount of its investment in the limited liability company and each manager is not subject to any liabilities for a limited liability com- pany’s debts or obligations. However, liability imposing doctrines such as piercing the corporate veil or breach of fiduciary duties briefly discussed in connection with “C” corporations may in some circumstances be used to impose liability on members or managers of limited liability companies. Either the members, in the case of a member-managed limited liability company, or the man- agers, in the case of a manager-managed limited liability company, have the authority to manage the limited liability company’s activities and affairs. In general, except for certain default rules

Business Entity Selection 19 set forth in the applicable state statutes governing limited liability companies, the rights and obligations of each member (such as restrictions on the transfer of membership interests or the obligation to make capital contributions to the limited liability company) will be set forth in the operating agreement that is adopted by the members and the managers, if any. Additional benefits of a limited liability company include the following: i. Absent a special election that is filed with the Internal Revenue Service (and possibly with the applicable state taxing authorities) requesting that the limited liability company be treated as a corporation for applicable income tax purposes, a limited liability company is a pass- through entity, which means that the limited liability company does not pay income tax on its income or gain. Instead, the limited liability company’s profits and losses are com- puted and allocated among the members annually and passed through to the members who include their respective share of those items on their income tax returns (whether or not distributed). ii. Limited liability companies may have centralized management whereby one or more manag- ers or members may have the authority to manage the limited liability company’s activities and affairs. iii. A limited liability company may function similar to a corporation having officers and a board of managers. However, the limited liability company can dispense with some of the formalities required for operating a corporation, such as formal documentation of meetings or having annual meetings. iv. Limited liability companies may have different classes of members depending on the type or nature of investment by the various members. v. In general, for limited liability companies taxed as “pass-through entities,” property that has appreciated in value may be transferred into or out of a limited liability company without triggering income tax. vi. Subject to certain limits, limited liability companies taxed as “pass-through entities” may specially allocate items of income, gain, or loss to certain partners or may grant a “profits” interest to members in exchange for services without triggering current tax. vii. Unlike a limited partnership, no member is subject to liability in excess of its investment in the limited liability company. Additional disadvantages of a limited liability company include the following: i. Unlike limited partnerships, limited liability companies are relatively new legal entities and, as a result, the statutory and case law governing limited liability companies is still developing and evolving. ii. Unless the operating agreement provides for specific management and governance formali- ties, the management of the limited liability company may lack formality that certain mem- bers may desire. iii. The rights and obligations of the members must be addressed in a written operating agree- ment, which may be complex. Unless otherwise provided in the operating agreement, a member may assign or transfer its membership interest in whole or in part, and the assignment will not dissolve the limited liability company. By default, a limited liability company with two or more members is taxed as a partnership for income tax purposes, while a single member limited liability company is disregarded for income tax purposes. If the limited liability company files the special election with the Internal Revenue Service requesting that the limited liability company be taxed as a subchapter “C” corporation, then the limited liability company will pay tax on its income and gain (which may be offset by its losses and deductions). Consortiums that do not anticipate generating significant profit or gain

20 A Guidebook for Airport-Airline Consortiums during their existence or that do not anticipate transferring property into or out of the limited liability company may choose to file this election. Doing so eliminates the requirement that the members report their allocable share of the limited liability company’s profits, gain, deduction, and loss on their applicable income tax returns. For a consortium, a limited liability company provides a combination of limited liability and management flexibility. A limited liability company allows a consortium to divide voting and management rights in any way that the members deem appropriate, without sacrificing the lim- ited liability protections for any members or managers. Given that limited liability companies are relatively new legal entities compared with corpora- tions and limited partnerships, a limited liability company may be an organizational structure that is less familiar and only partially understood by certain consortium participants, lenders, and third parties such as states, counties, cities, and operators. However, this concern is becom- ing less and less acute given the broad popularity of limited liability companies in many business ventures. Other Legal Entities Nonprofit Corporation A nonprofit corporation is a corporation in which no part of the income (other than, for exam- ple, appropriate salaries) is distributable to the nonprofit’s members, directors, or officers. A non- profit corporation does not have shareholders or owners like a business corporation. A nonprofit corporation may generate surplus revenues; however, they must be retained for its expenses, plans, or other internal purposes. The two common types of nonprofit organizations are membership and board-only. A membership organization elects the board and has regular meetings and power to amend the bylaws. A board-only organization typically has a self-selected board. In either case, the nonprofit board of directors controls the nonprofit corporation. A nonprofit corporation may be created for such purposes permitted by relevant state statutes. Nonprofit corporations are commonly, but not always, tax-exempt organizations. To become a tax-exempt organization, the nonprofit must file an application for tax-exempt status with the Internal Revenue Service. There are many different tax-exempt organization classifications. Qualification for these classifications must be carefully examined to determine if this structure is an appropriate fit for the proposed activity. In many instances, proposed consortium activities will not fall within any of the permissible tax-exempt organization classifications. If a nonprofit corporation is granted tax-exempt status from the Internal Revenue Service, then, in general, the nonprofit’s income and gain will not be subject to income tax. Further- more, under applicable state law, the nonprofit may be exempt from state, city, or local income, property, sales, and other taxes. If a nonprofit corporation does not qualify for tax-exempt status, then the nonprofit corporation will be treated as a “C” corporation for federal income tax purposes. With regard to a consortium, a nonprofit corporation provides the benefit of limited liability to its board of directors and members (if members are permitted under state law) and central- ized management. Also, a nonprofit corporation is an organizational structure that is familiar and fairly well understood by many consortium participants, lenders, and third parties such as states, counties, cities, and operators. However, given the nature and types of activities con- ducted by consortiums, many consortiums will not qualify for tax-exempt status. If not, then exemption from federal and state taxes may not be available. In such cases, other forms of legal entities, such as a limited liability company, will be more appropriate for the consortium.

Business Entity Selection 21 Additional Legal Entities Additional legal entities that may be considered but are either not used or are less commonly used include the following: • Sole Proprietorship. A sole proprietorship is an unincorporated organization typically owned by one individual. Given that consortiums by their very nature include multiple owners, a sole proprietorship is not appropriate for consortiums. • General Partnership. In a general partnership, all of the partners are general partners. As such, each partner has unlimited liability for the partnership’s debts and obligations. Most consortiums are formed to avail its participants with liability protection. Furthermore, each general partner has unlimited authority to manage the general partnership’s affairs. Due to the unlimited liability and lack of centralized management, general partnerships tend not to be appropriate for consortiums. • Limited Liability Partnership. In general, a limited liability partnership is a state law general partnership that has filed a special election to provide its general partners with certain liability protection. In some states, only certain business activities may be conducted as limited liabil- ity partnerships. Furthermore, as with general partnerships, each partner of a limited liability partnership may have unlimited authority to manage the general partnership’s affairs. Due to the lack of centralized management and possible limits on the type of permissible business activities, limited liability partnerships tend not to be appropriate for consortiums. • “S” Corporation. An “S” corporation is a state law corporation that has filed an election with the Internal Revenue Service to be taxed as a subchapter “S” corporation. Unlike a “C” corporation, the “S” corporation does not pay tax on its income or gain and instead all of its income, gain, loss, and deduction are “passed through” to its shareholders. However, to qualify as an “S” corporation only U.S. citizens and resident alien individuals, certain trust, and certain tax-exempt entities may be shareholders of an “S” corporation. Furthermore, “S” corporations may only have one class of stock. Due to these shareholder limitations, an “S” corporation is generally not appropriate for consortiums. • Business Trust. A business trust, also called a Massachusetts trust or a common-law trust, is an unincorporated entity that is managed by one or more trustees. In some states, business trusts provide limited liability to their beneficiaries, however, other states treat a business trust like a partnership and burden each beneficiary with unlimited liability (more likely in circumstances where the beneficiaries participate in the management of the business trust). Due to the potential for unlimited liability and the requirement for a trustee to manage the trust, business trusts tend not to be appropriate for consortiums. • Cooperative (Co-Op). A cooperative is often defined as a user-owned, user-controlled busi- ness. Member users, or patrons, own the cooperative and elect the board of directors, which provides oversight of the cooperative. Net earnings are distributed on the basis of proportional use, or patronage, rather than on investment. Cooperatives typically incorporate as a legal entity under state statutes, however, such state statutes are not uniform and some states do not provide for cooperatives. Some states provide limited liability to members of cooperatives. Also, a cooperative can be taxed as a corporation or elect to receive pass-through taxation like a partnership. Due to the lack of uniform laws regarding cooperatives and lack of familiarity among consortium participants, cooperatives tend not to be appropriate for consortiums. Federal and State Regulatory Issues With respect to forming one of the legal entities described above, there are various federal and state laws that must be followed. At the federal level, the most relevant body of law is the internal revenue code, which will dictate the tax treatment of each entity, as generally described above.

22 A Guidebook for Airport-Airline Consortiums At the state level, each state has a corporation code and various bodies of law regarding the other entities listed above. As a result, when forming a legal entity, it will be important to determine in which state the entity will be formed and to locate the relevant state laws relating to such entity. In general, such state laws will describe the rights and protections granted to each entity, and the filing, payment, publication, and other formation requirements. As a result, because there is no uniform body of law for forming a legal entity, consortium rep- resentatives should consult with legal and tax counsel in the appropriate jurisdiction to ensure that all federal and state requirements are met, and the desired tax position is achieved. Once formed and in operation, the consortium must continue to comply with federal and state laws including the internal revenue code and the corporation code applicable in the state of formation. Additional federal and state laws may also apply to the operating environment of the consortium, depending on the consortium scope and the location of its operation. Illustrative Examples and Observations 1. Terminal One Group Association, L.P. TOGA was formed as a New York limited partnership with four limited partners and one general partner. Four participating airlines are the TOGA limited partners, and own equal portions of 99% of the limited partnership. The general part- ner, Terminal One Management, Inc., was formed as a New York corporation, owns 1% of the limited partnership, and is equally owned by the four participating airlines. The general partner shareholders vote to make decisions, and thereby control the limited partnership. This fairly complicated structure was implemented to provide certain tax advantages to the participating airlines that are each foreign flag carriers that hold bilateral air service agree- ments with the U.S. government. As a limited partnership, TOGA passes its income tax liabil- ity to its partners based on ownership. The limited partners receive 99% of the tax liability, but are exempt from paying U.S. federal income taxes for ancillary operations under the terms of their bilateral agreements. The general partner receives 1% of TOGA’s tax liability and is responsible for the payment of any taxes due based on this liability. 2. LAX Shared Use Lounge Company, LLC, was formed as a limited liability company. The participating airlines wanted the organizational flexibility offered by the limited liability company structure, but also wanted the company to be responsible for all income taxes. As a result, the company elected to be treated as a corporation for applicable income tax purposes. Research shows that nearly all other consortiums that were formed as limited liability compa- nies also made a similar election. 3. The Wayne County Airport Authority (WCAA) required a WCAA representative be included on the Detroit Airlines North Terminal Consortium (DANTeC) board of directors, with veto power over any decisions that would adversely affect the terminal or the airport. As a result, the participating airlines selected a corporation business entity for DANTeC and established a board of directors under the consortium’s bylaws under which the WCAA is entitled to appoint one director. The WCAA appointed director has the required right to veto decisions, however, this individual may not be elected to any consortium officer position. 4. The City of San Antonio (COSA) indicated that it wanted an authority representative included on the San Antonio Airline Consortium (SAAC) member committee in an advisory role. As a result, the participating airlines selected a corporation business entity for SAAC and estab- lished a member committee in the consortium’s bylaws under which the COSA is entitled to appoint one committee member. The COSA member does not have voting rights, and this individual may not be elected to any consortium officer position. This individual acts in an advisory role, with the ability to formally provide input based on COSA’s interest in SAAC business as it relates to overall airport operations.

Business Entity Selection 23 A number of consortiums have been formed as nonprofit corporations. In some cases this struc- ture was selected because the stakeholders understood that the consortium was not intended to make a profit, and believed that it could therefore qualify to be exempt from income taxes. How- ever, consortium activities may not qualify for tax-exempt status and there are no consortiums that have achieved tax-exempt status with the IRS. The selection of the nonprofit corporation entity has declined in frequency in recent years, as the limited liability company structure has been the overwhelming entity of choice. Experience indicates that airports have little or no involvement in the selection of a business entity for a new consortium. Airports have, however, demonstrated their desire to be informed regarding the business entity selection, to ensure that the consortium will be enabled to enter into agreements with the airport, fulfill all obligations, and satisfy all covenants. As detailed in Chapters 3 and 4, a consortium feasibility study should address many issues and stakeholder concerns including financial, operational, organizational, and tax. While the issues and concerns may be broadly similar between consortiums, each study will be uniquely tailored to meet the issues and proposed scope for the particular airport and the individual concerns of the stakeholders. A consortium feasibility study may be updated several times as additional information becomes available, until all issues and concerns have been addressed to the satisfac- tion of the stakeholders. The completion and approval of a feasibility study leads to a consensus to proceed, as described in Chapter 5.