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View Full Version : 12. 2012-L CFC Governors Ethics and Code of Conduct Motion (Pierre Dénommée)



Lyle Craver
12-31-2011, 05:02 PM
Moved by Pierre Dénommée and seconded by Michael Barron.

That the CFC Assembly of Governors adopt the attached Code of Conduct

CFC Governor’s and Executive Member’s Code of
Conduct

Part I: decision making process

The Assembly of Governors is committed to effective decision-making and, once a decision has been made, speaking with one voice. Towards this end the Governors will:

• Speak from broad member and community interests
• Speak for themselves (“my own thinking on this is that…”) rather for than a group of members.
• Express additional or alternative points of view and invite others to do so too.
• Refrain from “lobbying” other Governors outside of board meetings that might have the effect of creating factions and limiting free and open discussion.
• On important issues, be balanced in one’s effort to understand others and to make oneself understood.
• Once made, support, indeed defend, Assembly of Governors decisions, even if one’s own view is a minority one.
• Not disclose or discuss differences of opinion in the Assembly of Governors outside of Assembly meetings, especially with staff, volunteers or clients. Assembly meeting includes in person meetings and the CFC private discussion boards for Governors. Chesstalk is outside of Assembly meetings and disclosing there shall be treated with more severity.
• Respect the confidentiality of information on sensitive issues, especially in personnel matters.
• Refrain from speaking for the organization unless authorized to do so.
• Disclose one’s involvement with other organizations, businesses or individuals where such a relationship might be viewed as a conflict of interest. Involvement in chess clubs Leagues and Provincial Association, whether affiliated or not, does not constitute a conflict of interest.
• Refrain from giving direction, as an individual Governor, to the Executive Director or any member of staff.
• Do not publicly comment on the performance of any arbiter or organiser. Direct complaints against arbiters or organisers to the relevant CFC Committee: NAC for rules of the game, Ethics for matters set out in the CFC Code of Ethics or TDOCP, for failure to pay guaranteed prices.
• Do no supports any third party involved in a dispute when a case is pending at the NAC, the Ethics Committee or the TDOCP.

Part II: Duties and Ethics

Goal: To establish a set of principles and practices of the CFC Assembly of Governors that will set parameters and provide guidance and direction for board conduct and decision-making.
Code: Members of the Assembly of Governors of the CFC are committed to observing and promoting the highest standards of ethical conduct in the performance of their responsibilities on the Assembly of Governors of CFC. Assembly members pledge to accept this code as a minimum guideline for ethical conduct and shall abide by it.
Scope: This Code also applies to all Governors, to the members of the CFC Executive and to the members of all CFC Committees event if they are not a Governor.
Accountability
1. Faithfully abide by the Articles of Incorporation, by-laws and policies of the CFC
2. Exercise reasonable care, good faith and due diligence in organizational affairs.
3. Fully disclose, at the earliest opportunity, in formation that may result in a perceived for actual conflict of interest.
4. Fully disclose, at the earliest opportunity, information of fact that would have significance in board decision-making.
5. Remain accountable for prudent fiscal management to association members, the board, and non-profit sector, and where applicable, to government and funding bodies.
Professional Excellence
6. Maintain a professional level of courtesy, respect, and objectivity in all CFC activities
7. Strive to uphold those practices and assist other CFC members of the board in upholding the highest standards of conduct
Personal Gain
8. Exercise the powers invested for the good of all members of the CFC rather than for his or her personal benefit, or that of the province they represent.
Equal Opportunity
9. Ensure the right of all association members to appropriate and effective services without discrimination on the basis of geography, political, religious, or socio-economical characteristics of the province or region represented.
10. Ensure the right of all association members to appropriate and effective services without discrimination on the basis of the organization’s volunteer or staff make-up in respect to gender, sexual orientation, national origin, race, religion, age, political affiliation or disability, in accordance with all applicable legal and regulatory requirements.

Confidential Information
11. Respect the confidentiality of sensitive information known due to board service.

Collaboration and Cooperation
12. Respect the diversity of opinions as expressed or acted upon by the CFC Assembly of Governors, committees and membership, and formally register dissent as appropriate.
13. Promote collaboration, cooperation, and partnership among association members.

Allegation of violation of this code shall be investigated by the Assembly of Governors.

(Editorial Note: the file attachment is Pierre's original motion in .doc format - I have attempted to match his original formatting in the above text of the motion - I include this document to assist updating of the Handbook)

Fred McKim
01-01-2012, 03:48 PM
I think this is much too long, and should be condensed to 4 or 5 key points.

Gordon Ritchie
01-01-2012, 07:06 PM
The best ethics documents are short and to the point.

Lyle Craver
01-01-2012, 07:21 PM
Well this one fits on 2 8 1/2 x 11" pages which is not bad as these things go - had Pierre chosen to forego the large font sizes on the headers he could likely have gotten it onto one page

Christopher Mallon
01-01-2012, 07:30 PM
I don't see the point, really. First of all there are grey areas, who decides what is or is not a violation? Second, a violation will be investigated by the Assembly of Governors.... and then ... what? Without changing the rules first, the only penalty the Assembly can give (and then only by majority vote at an AGM) is revocation of membership. Do you really want to go that far?

Also any potential Code of Conduct should NOT specifically mention Chesstalk.

I don't even know where to start on this. I'm not going to bother with a motion to amend because there are too many changes needed even if the Assembly decides they want something like this in place. Back to the drawing board, I say. Although perhaps with a straw poll about whether the Exec should continue to look into this or not.

Michael Barron
01-01-2012, 08:59 PM
I don't see the point, really. First of all there are grey areas, who decides what is or is not a violation? Second, a violation will be investigated by the Assembly of Governors.... and then ... what? Without changing the rules first, the only penalty the Assembly can give (and then only by majority vote at an AGM) is revocation of membership. Do you really want to go that far?

Also any potential Code of Conduct should NOT specifically mention Chesstalk.

I don't even know where to start on this. I'm not going to bother with a motion to amend because there are too many changes needed even if the Assembly decides they want something like this in place. Back to the drawing board, I say. Although perhaps with a straw poll about whether the Exec should continue to look into this or not.

The point is - to reduce negativity surrounded the organized chess in Canada.
I would think, all the Governors are reasonable people, and a simple reminder could prevent them from posting negative comments regarding Federation's affairs publicly.
I don't see a need for any punishment, other then community disrespect.

For example, I believe, such behavior as Mr. Egorov demonstrates on Chesstalk recently, is inappropriate for a Governor.

Christopher Mallon
01-01-2012, 09:47 PM
The point is - to reduce negativity surrounded the organized chess in Canada.
I would think, all the Governors are reasonable people, and a simple reminder could prevent them from posting negative comments regarding Federation's affairs publicly.
I don't see a need for any punishment, other then community disrespect.


So really this will change exactly nothing?



For example, I believe, such behavior as Mr. Egorov demonstrates on Chesstalk recently, is inappropriate for a Governor.

Well, he's not a Governor, but despite all of his public remarks he was still hired as a coach on the WYCC team which I find rather dumfounding.

Michael Barron
01-01-2012, 11:32 PM
So really this will change exactly nothing?


I would say, this will change perception of Governors' public comments.
I could add that even since this topic was introduced on the October Governors Meeting for discussion, the Governors' public comments became more positive (or should I say less negative? :rolleyes:).



Well, he's not a Governor, but despite all of his public remarks he was still hired as a coach on the WYCC team which I find rather dumfounding.

This was my second point exactly - if we all agree that such behavior is unethical, the CFC should avoid hiring such individuals.

Christopher Mallon
01-01-2012, 11:41 PM
I would say, this will change perception of Governors' public comments.
I could add that even since this topic was introduced on the October Governors Meeting for discussion, the Governors' public comments became more positive (or should I say less negative? :rolleyes:).


Or perhaps there just hasn't been anything to complain about since then?



This was my second point exactly - if we all agree that such behavior is unethical, the CFC should avoid hiring such individuals.

... Which has nothing to do with the merits (or lack thereof) of this motion, although we can definitely agree on that point.

Lyle Craver
01-02-2012, 04:46 AM
If you want examples of sketchy behaviour, simply go to Google Images and do a search on my name - besides several photos of politicians which I have taken, there are two rather obviously dubious pictures there and when you see where they come from you will see why the present board of directors is less than impressed with the blog's author.

Bob Armstrong
01-02-2012, 09:45 AM
I am against this motion. I feel it is an attempt to muzzle dissent by governors.

I am quite happy to follow a " confidentiality " rule re governor meetings and governor discussion board. Comments there are protected from pubic publishing.

But this is quite different than eliminating public dissent by governors.

Simply put, the CFC should be prepared to defend itself in public in respect of public criticism by governors. It is healthy to have good debate about CFC issues in front of the membership and public. This can lead to improvement of CFC operation.

I consider this a free speech issue. I feel the proposed Code is oppressive and a breach of governors' rights.

Bob A

Bob Gillanders
01-02-2012, 11:17 AM
• Speak for themselves (“my own thinking on this is that…”) rather for than a group of members.
• Refrain from “lobbying” other Governors outside of board meetings that might have the effect of creating factions and limiting free and open discussion.
• Once made, support, indeed defend, Assembly of Governors decisions, even if one’s own view is a minority one.
• Not disclose or discuss differences of opinion in the Assembly of Governors outside of Assembly meetings, especially with staff, volunteers or clients. Assembly meeting includes in person meetings and the CFC private discussion boards for Governors. Chesstalk is outside of Assembly meetings and disclosing there shall be treated with more severity.


I must concur with Bob A. on the issue of free speech. While I understand and sympathize with the sentiments that motivate this motion, I find the language too sweeping in restricting free speech. I find the portions quoted above to be offensive and simply not enforceable anyway.

This document needs some serious editing.

Vladimir Drkulec
01-02-2012, 05:27 PM
I will be voting against this for the reasons that some of the other governors have already posted. The wording is such that every communication between governors could be in contravention of this code of conduct which doesn't make any sense at all.

There are already rules in place that can be applied to egregious breaches and in most cases the effect of this new code of conduct will be to muzzle governors or to attempt to muzzle governors in an overly broad manner. It is clearly a tool meant to stifle opposing views and I just don't see the need or use for such a motion.

Rob Clark
01-02-2012, 07:04 PM
I agree fully with Mr. Mallon and Mr. Armstrong.

Michael Barron
01-02-2012, 09:25 PM
I must concur with Bob A. on the issue of free speech. While I understand and sympathize with the sentiments that motivate this motion, I find the language too sweeping in restricting free speech. I find the portions quoted above to be offensive and simply not enforceable anyway.

This document needs some serious editing.

Bob, there is a difference between "free speech" and denigrating CFC as organization and CFC Officers personally.
Free speech has a proper time, place and purpose.

This Motion is not about enforcing something, it just declares what behavior would be considered unethical.

I would agree with you - this document needs some serious editing.
That's why it's presented for discussion.

As for quoted statements - I would agree to drop them, except this one:
"Once made, support, indeed defend, Assembly of Governors decisions, even if one’s own view is a minority one."

This point is very important for improving public image of Chess Federation of Canada.
We should appear for the general public as a National Sport Organization, rather than a bunch of whiners.

Bob Gillanders
01-02-2012, 10:38 PM
I would agree with you - this document needs some serious editing.
That's why it's presented for discussion.


However, maybe I am wrong, but it appears to be on the agenda for voting!

Michael Barron
01-02-2012, 10:53 PM
However, maybe I am wrong, but it appears to be on the agenda for voting!

You're right, Bob, but if you want to suggest just to discuss this Motion at this meeting and defer the voting to the next meeting, I'm willing to second such move.

Pierre Dénommée
01-02-2012, 10:58 PM
There is no Freedom of Speech issue her. The CFC is a Legal Person. A Legal Persons speaks through its organs (Assembly of Governors, Executive) and through authorized persons (President and Public Relation Coordinators) The CFC has Freedom of Speech when speaking through the proper authorized channels.

Freedom of Speech is not yelling "Fire!" in a crowded cinema. Some limits must be imposed on Freedom of Speech for th greeter good of others and of the CFC.

The public image of the CFC could be adversely affected by public declaration from Governors.

In Quebec, we have our own version of apparent authority under which the CFC could be held liable for action committed by a person with the apparent authority to preform an action. In Quebec, for non-profit, the Constitution and By-Laws are NOT public. A person of good faith dealing at arms length with a non-profit may not have access to any of those documents. Because of that, this person could not easily access the real authority of the person that he is speaking with. Furthermore, the Law assumes that this person has never read those document unless there is a proof that he did.

The core purpose of Quebec Law is to protect third parties of good faith dealing at arms length with others. So, if a CFC Governor buys a 2 000$ computer for the CFC, it is very likely that the court would condemn the CFC to pay the computer. The judge will add that the CFC has the right to sue the Governor to recover its money.

Word utters by a Governor could create legal obligations for the CFC. This is very simple and has nothing to do with Freedom of Speech.

We must protect ourselves from liabilities and preserve our reputation.

Bob Gillanders
01-02-2012, 11:25 PM
You're right, Bob, but if you want to suggest just to discuss this Motion at this meeting and defer the voting to the next meeting, I'm willing to second such move.

Okay, that sounds like a good idea.
Mr. President - I propose we table this motion for discussion and defer the vote, if there are no objections.

Michael von Keitz
01-02-2012, 11:42 PM
Okay, that sounds like a good idea.
Mr. President - I propose we table this motion for discussion and defer the vote, if there are no objections.

I'll have Lyle open a poll regarding the proposed tabling.

Vladimir Drkulec
01-02-2012, 11:44 PM
There is no Freedom of Speech issue her.

If you are requiring people to defend decisions that they fundamentally disagree with and prevent discussion between governors outside of regularly scheduled meetings then there is indeed a Freedom of Speech issue here.


The CFC is a Legal Person. A Legal Persons speaks through its organs (Assembly of Governors, Executive) and through authorized persons (President and Public Relation Coordinators) The CFC has Freedom of Speech when speaking through the proper authorized channels.

Freedom of Speech is not yelling "Fire!" in a crowded cinema. Some limits must be imposed on Freedom of Speech for th greeter good of others and of the CFC.

Who gets to decide what the greater good is?



The public image of the CFC could be adversely affected by public declaration from Governors.

In Quebec, we have our own version of apparent authority under which the CFC could be held liable for action committed by a person with the apparent authority to preform an action. In Quebec, for non-profit, the Constitution and By-Laws are NOT public. A person of good faith dealing at arms length with a non-profit may not have access to any of those documents. Because of that, this person could not easily access the real authority of the person that he is speaking with. Furthermore, the Law assumes that this person has never read those document unless there is a proof that he did.

The core purpose of Quebec Law is to protect third parties of good faith dealing at arms length with others. So, if a CFC Governor buys a 2 000$ computer for the CFC, it is very likely that the court would condemn the CFC to pay the computer. The judge will add that the CFC has the right to sue the Governor to recover its money.

I think it would be more likely that the governor of your scenario could be charged with fraud than that the CFC would be liable for his or her misrepresentations.



Word utters by a Governor could create legal obligations for the CFC. This is very simple and has nothing to do with Freedom of Speech.

How does this code of conduct in any way modify a Governor's alleged ability to create legal obligations?



We must protect ourselves from liabilities and preserve our reputation.

The document before us does that how exactly?

Lyle Craver
01-03-2012, 01:06 AM
OK we have a motion here:

Moved: Michael Barron; Seconded: Bob Gillanders

Be it resolved that Motion 2012-L be laid on the table until the Spring Quarterly Meeting.

As is the case with all motions prior to a final vote, voting goes through midnight Wednesday night.

(By the way for those unfamiliar with the abbreviations, BIRT = "Be it resolved that ..." and BIFRT = "Be it further resolved that ..." - my apologies for anyone confused by the abbreviation!)

Ken Craft
01-03-2012, 09:46 AM
I voted to table. I'll be opposing any code of conduct that contains the essential substance of this motion.

Paul Leblanc
01-04-2012, 05:45 PM
I'm not opposed to having a Code of Conduct but it would appear wise to give the sponsor time to take in the comments from our discussion and re-work the motion.

Pierre Dénommée
01-04-2012, 07:34 PM
Okay, that sounds like a good idea.
Mr. President - I propose we table this motion for discussion and defer the vote, if there are no objections.

Objections are irrelevant. The motion to table is not debatable. Source http://www.robertsrules.org/motions.htm

Pierre Dénommée
01-04-2012, 07:42 PM
Since the seconder is moving to table, I believe that it is better to table then to have the motion defeated. It will be easier to discuss this important issue if we do not proceed from a failed vote. A motion having the same intent then a defeated motion would required that the original motion be rescinded or reconsidered.

Christopher Mallon
01-04-2012, 08:45 PM
Objections are irrelevant. The motion to table is not debatable. Source http://www.robertsrules.org/motions.htm


Since the seconder is moving to table, I believe that it is better to table then to have the motion defeated. It will be easier to discuss this important issue if we do not proceed from a failed vote. A motion having the same intent then a defeated motion would required that the original motion be rescinded or reconsidered.

Way to follow your own rule there Pierre :p