15. Membership Equivalents Motion 2012-C

[Lyle Craver]

(Moved / Seconded - Bob Armstrong and Michael von Keitz)

Whereas, philosophically, if not monetarily, all members are of equal importance to the CFC;

Be it resolved that all CFC members count as a single member equivalent regardless of type;

Be it further resolved that the number of membership equivalents required for a governorship to be established thus be equal to seventy-five (75) members.

(ed. note: Governors please be aware that this is a CONSTITUTIONAL MOTION since it changes how Governors are to be elected as well as the rights and privileges of individual member types)

[Christopher Mallon]

It would be extremely helpful if someone involved in this motion would a) list which portions of the handbook it would modify and what they currently state and b) show what effect this would have on such things as Governor counts for each province.

I suspect I will be voting against this motion but I wouldn't mind seeing the data for b) first as I may change my mind.

[Michael von Keitz]

With Bob A. away for a few days, I will reproduce his commentary for him (I'm sure more will follow on Tuesday):

The goal of the motion is that junior members be given equal weight with adult members, despite their financial discount on memberships. But we do not want by this change to increase the number of governors, since CFC is already over-governed.

The motion goes from 50 Membership Equivalents ( ME’s ) per governor to 75 ME’s per governor. We now have 34 provincial representative governors – so roughly, our motion will lead to a 1/3 reduction in existing governors = 23 governors ( It is rough because a part Member Equivalent leads to a governor, and the juniors being included will affect provincial totals, and so the math may not be dead on, but should be roughly correct ). This would be a drop of 11 governors.

CFC as of May 1/11 had 424 junior, participating junior ( subsequently abolished ) and family members. They are roughly treated currently as ½ an ME. So we would effectively be adding 212 new members. At the rate of 75 ME’s per governor, treating these memberships as equivalent to adult memberships, will add 2 new governors.

Thus the result of the motion from a governors’ standpoint, will be a reduction of governors from 55 to 44.

[Christopher Mallon]

Thank you.

I will therefore be voting against this motion, as it is merely a disguised method of Bob trying to reduce the number of governors again.

[Lyle Craver]

For the record, I did the calculation showing what would have been the results for 2011-12 had this motion been in effect on May 1st (the day Governor allotments are determined):

CFC Memberships - May 1, 2011
-----------------------------
Adjusted Governors Under MvK, BA
PROV Family Honourary Junior Life Adult Jr Part Total Total 2011/12 proposal

AB 2 3 32 26 148 211 199.33 4 3
BC 2 8 54 70 82 4 220 198.33 4 3
MB 4 15 4 48 71 64.00 2 1
NB 2 12 7 32 53 48.00 1 1
NL 1 6 11 18 17.67 1 1
NS 1 1 15 29 46 45.17 1 1
NU 0 0.00 0 0
ON 26 33 174 175 530 63 1001 888.00 18 14
PE 3 2 15 20 19.00 1 1
QC 1 17 10 23 31 8 90 80.83 2 2
SK 1 4 14 6 25 23.17 1 1
YT 1 1 2 2.00 1 1
US 3 25 18 4 50
FO 3 6 5 14
75
Total 39 67 306 374 956 79 1821 36 104
-----------------------------
I have attached the same file in PDF format (vBulletin doesn't allow Excel spreadsheets as attachments) for those who feel like me that the above graphics suck - LC

[Bob Armstrong]

1. Purpose of the motion - to give junior memberships in a province, equal weight to adult memberships, for determining number of governors.

2. No. of members per governor - it could not be left at 50 members = 1 governor, since that would increase the total no. of governors, which I see as counter-productive. It seemed to be reasonable to deal with the formula in segments of " 25 ", and thus the shift from 50 = 1, to 75 = 1.

3. Reduction of governors - the new formula, according to Lyle's calculations would drop the provincial representative governors from 36 to 29 - a reduction of 7 governors. This is not a veiled attempt to reduce governors. It was a sincere attempt to give junior membership in a province more weight, and to encourage provincial affiliates to increase junior memberships, since it would give them more benefit under the proposal, than before. But it is true that the overall governors would drop from 56 to 49. I do not see this as harmful, in the context of giving more equality to junior memberships.

Bob A

[Christopher Mallon]

Has any Junior member, ever, complained that they felt under-represented in this way??

Since the answer is obviously no (unless one has been prompted), then the only real purpose of this motion must be to reduce the number of Governors.

[Ken Craft]

Is reducing the number of Governors a problem?

[Bob Armstrong]

Hi Chris:

I'm sorry that you think I am lying about the purpose of the motion. I guess there is nothing I can say to change your mind.

Would it be relevant if I informed you that Michael von Keitz drafted the motion, and was intending to move it, and only asked me to second it, initially. Then a few days before the meeting, he was concerned whether there would be any objection to him being chair, and also moving a motion, and asked if I'd move it and he'd second it?

It is about junior membership equivalency, and encouraging Provincial Affiliates to work with their organizers to sell more junior memberships, for all others interested.

Bob A

[Christopher Mallon]

I don't really care who drafted the motion, it is what it is. I don't see how this "encourages" the sale of Junior memberships. Junior Memberships are lower priced than adult so why should they be considered equally?

Finally, the problem is not the number of Governors, but the number of active governors, and I guarantee we'll lose some of those if we reduce the numbers. Can we afford to lose even one active Governor at this point?

Incidentally, the Chair should probably not be seconding motions either. A quick google search turned up a number of complaints about such practices, although it isn't explicitly prohibited.

[Fred McKim]

Actually, junior memberships probably require more work on the part of everybody than adult memberships. So the idea of reducing the number of governors, doesn't really make much sense. Going to 75 members is too big a jump, it probably should be 55 or 60 members for a governor.

[Halldor P. Palsson]

I think this motion is more than a little fishy.

1) The weights of the membership classes were proportional to fees paid when the CFC was incorporated in the first place and passed muster when we were registered. Vote has to be equal or proportionate to consideration paid to participate when you have classes.

2) Persons under age 18 cannot vote or hold office in the CFC or any other corp in Canada. We are bootstraping and assigning voting weights to them that are disproportionate (about a factor of two) to fees paid to the CFC by ordinary members. I know of no basis for doing so under the statute we are incorporated under and nothing is articulated to help us in this regard by the movers of this motion.

My conclusion is that this is badly thought out and may even be beyond our mandate under the law.

[Bob Gillanders]

The weights of the membership classes were proportional to fees paid when the CFC was incorporated in the first place and passed muster when we were registered. Vote has to be equal or proportionate to consideration paid to participate when you have classes.


Excellent point. If the juniors want equal weight, they should pay equal dues. ;)

[Bob Armstrong]

I brought a motion that the junior membership be abolished. There was virulent governor reaction against the motion, and so the mover/seconder withdrew it. So the governors do NOT want to eliminate the junior membership discount.

So I think this issue of $$ is a red herring.

The issue is whether CFC should give the provinces the benefit of equal weight for junior memberships, in the determining of Provincial CFC Governor entitlement.

I see no problem with this, and it would encourage Provincial Affiliates to work with their provincial organizers to sell more CFC junior memberships.

Finally, Halldor refers to statute law maybe being a problem. In correspondence with my seconder, Michael von Keitz, the has referred to the Canada Business Corporations Act to bolster his arguments. That Act, as far as I can tell, does not apply to the CFC:

The Canada Business Corporations Act

Application of Act

3. (1) This Act applies to every corporation incorporated and every body corporate continued as a corporation under this Act that has not been discontinued under this Act.

(2) [Repealed, 1991, c. 45, s. 551]

Certain Acts do not apply

(3) The following do not apply to a corporation:

(a) the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970;

(a.1) the Canada Not-for-profit Corporations Act;



Here is the support for my interpretation that Halldor is referring to the wrong Canada Statute, in the Canada Gazette, Vol. 145, No. 9 — February 26, 2011 :

Issue: Currently, Part II of the Canada Corporations Act (CCA) regulates federal not-for-profit corporations, but it has not changed substantially since 1917. As a result, it is antiquated and lacks modern corporate governance rules. Bill C-4, An Act respecting not-for-profit corporations and certain other corporations, which received Royal Assent on June 23, 2009, creates the Canada Not-for-profit Corporations Act (NFP Act) to replace the CCA. The new NFP Act provides the not-for-profit sector with rules to support sound governance, and clarify the roles and responsibilities of directors, members, officers and other interested parties.

CFC is a federal non-profit corporation, and only the Can. NFP Act determines what is or is not within the mandate of federal non-profits.

Bob A

[Valer Eugen Demian]

Excellent point. If the juniors want equal weight, they should pay equal dues. ;)

Non-profit organizations usually choose different level of membership in order to fill up their ranks; regardless of the level, each member who paid their dues (could be of different dollar value for reasons such as: age, material situation, specific considerations, etc) has the same weight as any other one!

Is there anywhere in the CFC Rules book an article forbidding junior members to vote?

[Christopher Mallon]

I see that voting is now open on this motion. I strongly urge all Governors to vote NO on this motion, which is just a thinly veiled attempt to reduce the number of Governors elected by the provinces.

[Bob Gillanders]

Is there anywhere in the CFC Rules book an article forbidding junior members to vote?

I don't know, but I will assume not.
A governor should get a vote, whatever their age. :D

[Christopher Mallon]

In the past we have forbidden Governors from being under 18. This has happened twice that I know of, once when the Closed runner-up was a junior.

[Bob Armstrong]

Hi Chris:

The role of the governor is different from that of a member.

There is no reason we cannot demand that our governing body be made up of adults [ 18 & over ] ( which we have ), but that we do give all members, including children, a vote for a governor ( which it seems we have, from my reading of the Handbook so far ).

Bob A

[Fred McKim]

Hi Chris:

The role of the governor is different from that of a member.

There is no reason we cannot demand that our governing body be made up of adults [ 18 & over ] ( which we have ), but that we do give all members, including children, a vote for a governor ( which it seems we have, from my reading of the Handbook so far ).

Bob A

As far as I know, each province is responsible for determining their Governors and would have their own set of rules.

[Bob Armstrong]

Hi Fred:

A while ago, I brought in amendments to the CFC Handbook to make it clear that the CFC demands that CFC members have the right to elect the CFC governors in their province, or region.

I did this specifically to avoid the provinces being able to affect the rights of CFC members. At the time Ontario had legislation that took the CFC member right away. It had the CFC governors elected by the Ontario Chess Association.

So, though the Provinces have CFC Governors, they are elected according to the CFC Handbook. So CFC seems to have determined so far ( without likely realizing it - I didn't ) that child members have a vote for their CFC Governors.

So, for example, the GTCL has child members as well, it seems. Here are the relevant sections of the GTCL Constitution:

Article 3. The Membership

3.1 Individuals are the GTCL members provided:

3.1.1 they are members in good standing of the Chess Federation of Canada (CFC);

3.1.2 they live or work in the GTA, as defined in this Constitution.

Article 8. The Annual General Meeting

8.1 All GTCL members in good standing may attend this meeting.

8.2 All GTCL members in good standing shall be able to nominate for, stand for, and vote in the election of executive officers, which shall be held at the Annual General Meeting. The election of the executive shall be by secret ballot if there is more than one nominee for an executive position.

8.3 All GTCL members in good standing shall be entitled to vote on any motions referred to the Annual General Meeting by the Board.

8.9 Only the GTCL members who are also CFC members in good standing, shall stand for, nominate and elect the CFC governors for the GTCL, and the OCA Governors for the GTCL, pursuant to the OCA Constitution/Bylaws. The election shall be by secret ballot if there are more nominees than governor positions

Bob A

[Fred McKim]

Hi Fred:

A while ago, I brought in amendments to the CFC Handbook to make it clear that the CFC demands that CFC members have the right to elect the CFC governors in their province, or region.

I did this specifically to avoid the provinces being able to affect the rights of CFC members. At the time Ontario had legislation that took the CFC member right away. It had the CFC governors elected by the Ontario Chess Association.

So, though the Provinces have CFC Governors, they are elected according to the CFC Handbook. So CFC seems to have determined so far ( without likely realizing it - I didn't ) that child members have a vote for their CFC Governors.

So, for example, the GTCL has child members as well, it seems. Here are the relevant sections of the GTCL Constitution:

Article 3. The Membership

3.1 Individuals are the GTCL members provided:

3.1.1 they are members in good standing of the Chess Federation of Canada (CFC);

3.1.2 they live or work in the GTA, as defined in this Constitution.

Article 8. The Annual General Meeting

8.1 All GTCL members in good standing may attend this meeting.

8.2 All GTCL members in good standing shall be able to nominate for, stand for, and vote in the election of executive officers, which shall be held at the Annual General Meeting. The election of the executive shall be by secret ballot if there is more than one nominee for an executive position.

8.3 All GTCL members in good standing shall be entitled to vote on any motions referred to the Annual General Meeting by the Board.

8.9 Only the GTCL members who are also CFC members in good standing, shall stand for, nominate and elect the CFC governors for the GTCL, and the OCA Governors for the GTCL, pursuant to the OCA Constitution/Bylaws. The election shall be by secret ballot if there are more nominees than governor positions

Bob A

Section 2.5 (which has some duplicate text) of the Handbook would seem to say that only ordinary (ie adult) members can vote for CFC Governor.

[Ken Craft]

I have always understood that only adult members can vote for CFC Governors.

[Bob Armstrong]

Hi Fred:

Sorry, but which section of the Handbook are you referring to, and which By-law ? - you refer to para. 2.5 but I'm not sure where it is.

Thx.

Bob A

[Bob Armstrong]

Hi Ken:

Can you direct me to a Handbook section that clearly imposes that restriction ( Fred has referred to s. 2.5? ) ?

I fear it's just a hole - no one realized that we hadn't covered that - and right now, I don't know if we should or should not allow junior U 18 voting for governors. Would it get the CFC child member parents more involved in the CFC administratively?

Bob A

[Fred McKim]

Hi Ken:

Can you direct me to a Handbook section that clearly imposes that restriction ( Fred has referred to s. 2.5? ) ?

I fear it's just a hole - no one realized that we hadn't covered that - and right now, I don't know if we should or should not allow junior U 18 voting for governors. Would it get the CFC child member parents more involved in the CFC administratively?

Bob A

Section 2 of the Handbook

By Law #1 Point #5

[Bob Armstrong]

Handbook - Section 2, Bylaw # 1:

ORDINARY MEMBERSHIP

5. Any person, ordinarily resident in Canada, may become an Ordinary Member of the Federation, for the then-current fiscal year, upon payment of the Membership per Capita Fee, directly to the Federation, or through his Provincial Organization. Every Ordinary or Life Member has a right to vote on the appointment or election of the Governor or Governors who will represent his Provincial Organization. Every Ordinary or Life Member has a right to vote on the appointment or election of the Governor or Governors who will represent his Provincial Organization at the assembly of Governors {see CFC Rules and Regulations, Article 1, Section 9} but shall not be entitled to vote under any other circumstances unless specifically provided in these by-laws. [Amended Motion 2009-11 2009 AGM Liles/von Keitz]

JUNIOR MEMBERSHIP

9. Any person ordinarily resident in Canada who is under the age of 18, shall be granted a Junior membership or a Junior Participating Membership.
[ we are now voting whether to raise the age to 20 years ]

Would seem you and Fred are right that junor members cannot vote for Governors. Thx.

Bob A

[Michael von Keitz]

It was suggested that this motion was a veiled attempt to reduce the number of CFC governors, in addition to being poorly thought out and presented. It was argued that membership weights must be proportional to dues paid. Further, it was clarified that junior members do not have the right to vote for CFC governors. As was pointed out, the Chair committed a faux pas by seconding the motion in the first place, which will not occur in future.