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Michael von Keitz
12-31-2012, 10:02 PM
Please find the report from the committee attached. The framework proposed will be up for discussion and ratification at this meeting. Should this vote be successful, by satisfying a two-thirds majority, the Constitution and By-Laws will be redrafted between January and April. At the April Quarterly Meeting, a vote would then take place on the question of adopting the new Constitution and By-Laws. Ballots on the question of ratification will not remain sealed.

Christopher Mallon
01-01-2013, 08:50 PM
Very little of what is recommended here is actually required to transition to the new NFP rules. So I question why it is being recommended?

Pierre Dénommée
01-01-2013, 09:54 PM
I concur. The proposed structure could have been adopted years ago.


Very little of what is recommended here is actually required to transition to the new NFP rules. So I question why it is being recommended?

Gordon Ritchie
01-02-2013, 12:20 PM
As I would hope the report makes clear, the mandate was to take the opportunity of the transition to NFP status to review the overall governance of the CFC and recommend improvements. True, the proposed structure could have, and perhaps should have, been adopted years ago but it was not.

Christopher Mallon
01-02-2013, 12:24 PM
The problem is the only justification presented for the changes is to meet the requirements of the NFP act. If the proposed changes are worthwhile, let them stand on their own merits rather than trying to "omnibus" them in with something else.

What is the minimum we have to do to comply with the new Act? THAT should have been the main result of this committee.

Pierre Dénommée
01-02-2013, 12:49 PM
The only thing I truly like in this report is the separation of Chess activities from operations. Both requires different skills and are best suited to different persons.

I concur, unless you read the Act, you will never differentiate what is a required change from what is a change wanted by the Committee.

The worst shortcoming of this report is the failure to verify if the current membership structure is compatible with the new CRA interpretations.

Furthermore, we could in full legality transform the current Governors into Directors and continue to do business as usual.


The problem is the only justification presented for the changes is to meet the requirements of the NFP act. If the proposed changes are worthwhile, let them stand on their own merits rather than trying to "omnibus" them in with something else.

What is the minimum we have to do to comply with the new Act? THAT should have been the main result of this committee.

Bob Gillanders
01-03-2013, 11:33 AM
I have a few questions for the committee:

The proposal calls for the Members’ representatives (Governors) to meet on an annual basis to elect the Board of Directors. Will each voting members’ representative get 9 votes for the Board? Will the Board of Directors be selected exclusively from the Members’ Representatives? If so, does that include non-voting Members’ representatives?

Your proposal calls for the Board of Directors to meet on a quarterly basis. Will those meetings be in private or in a public forum similar to our current Governors’ meetings?

Does this proposal effectively move the responsibility for voting on motions from the former Governors to the new Board of Directors?

Please do not construe these questions as criticism. In recent years we have seen lots of discussion around these issues, and I am quite surprised that this thread has not generated more heated discussion. Better to discuss it early on to avoid surprises later.

Many thanks to committee for tackling the move to the new NFP in a timely fashion and not waiting until the eleventh hour.

Gordon Ritchie
01-03-2013, 12:39 PM
Bob
Some of the details will be worked out in the legal text to follow if the report is approved. My thoughts on your points are as follows:
1) election of Members' Reps---I would suggest each member be entitled to vote for nine candidates with the highest scoring being elected. We could open up nominations so that non-members may be proposed,
2) quarterly meetings---that would be for them to decide but I see no reason to change from the current format which has worked reasonably well
3) voting on motions---Yes.
Thanks for your questions.
Gordon Ritchie

Gordon Ritchie
01-03-2013, 12:40 PM
Pierre and Chris:
We could, of course, have done the minimum required to bring us into compliance with the NFP if there was general satisfaction with our current governance but that was not the case. Instead, we were mandated to take the opportunity to recommend improvements in our governance to bring it more into line with current best practice, taking account of the changes in the organization over the past few decades.Pierre and Chris:
We could, of course, have done the minimum required to bring us into compliance with the NFP if there was general satisfaction with our current governance but that was not what we were asked to do. Instead, we were mandated to take the opportunity to recommend improvements in our governance to bring it more into line with current best practice, taking account of the changes in the organization over the past few decades.
Gordon Ritchie

Christopher Mallon
01-03-2013, 12:59 PM
Who exactly expressed "general dissatisfaction" with our current governance? Since the online meetings have matured I for one have been mostly happy with how things have worked.

Also, while I note that the report is very careful to not actually say "this is required by law" it walks a very fine line. It presents itself as "we do this or we get in trouble" - which is how I took it the first time I read it and I suspect so did many others - when in reality it's yet another attempt to either reduce the number of Governors or to concentrate power in the Executive.

I mean, really. I'm not one of those arguing for OMOV, but this actually takes a step in the OPPOSITE direction - not even the Governors get a direct vote for the President anymore, and the President is given a ton more power than he has now.

Pierre Dénommée
01-03-2013, 04:57 PM
Does this proposal effectively move the responsibility for voting on motions from the former Governors to the new Board of Directors?



Yes it does. Under the current Act, the members can exercise the power of the Directors with a unanimous members agreement. It would be ludicrous to believe that all current CFC members could agree on something. It is unlikely that there is any other way to transfer powers between Directors and members.

Pierre Dénommée
01-03-2013, 04:59 PM
Please do not construe these questions as criticism. In recent years we have seen lots of discussion around these issues, and I am quite surprised that this thread has not generated more heated discussion. Better to discuss it early on to avoid surprises later.


Maybe we should table this motion to the April meeting. We are in the holiday season and many Governors are likely in vacation.

The Governors Sign-in id too low for a 2/3 motion ratification.

Bob Gillanders
01-03-2013, 06:19 PM
Maybe we should table this motion to the April meeting. We are in the holiday season and many Governors are likely in vacation.

The Governors Sign-in id too low for a 2/3 motion ratification.

I disagree. I see 29 governors signed in, typical for a quarterly meeting.
The committee is here and answering questions, no need to delay things.

Pierre Dénommée
01-03-2013, 06:47 PM
You are right. I have counted the number of replies in the Sing-in thread rather then the answers to the survey.

Pierre Dénommée
01-03-2013, 06:49 PM
If we are to vote on this, we should begin to propose amendments. As it is, I will have to vote against the report.

Christopher Mallon
01-03-2013, 06:57 PM
If we are to vote on this, we should begin to propose amendments. As it is, I will have to vote against the report.

It's not really an amendment, but I'll propose a motion that the committee (or a new committee) be required to give us a series of changes that make us compliant with the new law with no other changes included.

Pierre Dénommée
01-03-2013, 07:32 PM
I second the motion. But obviously, it cannot be introduced before the next meeting and it would become moot if this motion passes.


It's not really an amendment, but I'll propose a motion that the committee (or a new committee) be required to give us a series of changes that make us compliant with the new law with no other changes included.

Pierre Dénommée
01-03-2013, 07:36 PM
This motion is about unwisely giving near absolute power to a very small board of Directors. Furthermore, we have voted against a Code of Ethics for Governors. I accept the vote and I have no intention to propose or second a motion to enact a Code of Ethics. Nevertheless, giving absolute power to a board without a Code of Ethics is certainly unacceptable. The Code must exist before we give such power to the Board and it must be protected from modification by the Board.

Ellen Nadeau
01-03-2013, 08:11 PM
Over the years I have had moments of frustration over seeming inability to move forward on issues due to lack of agreement or lack of Gov involvement. I understand the effort to streamline the CFC process and thank the committee for all their work on this issue.
I will probably vote against this motion however as I believe it provides more power to the President and the Board than is necessary for a smooth and transparent organization.

Christopher Mallon
01-03-2013, 08:42 PM
I second the motion. But obviously, it cannot be introduced before the next meeting and it would become moot if this motion passes.

It's hard to say since we have no actual motion to amend. Just some hint that there will be a motion to ratify or accept the framework.

Therefore, I will propose the following amendment to whatever that motion is:

"Rather than ratifying or accepting the report, the committee is instead directed to propose an alternative which meets the minimum requirements of the new NFP laws and regulations, while making the minimum required changes to the CFC constitution, bylaws and regulations. This additional report shall be presented to governors no later than March 18th (14 days prior to the start of the next online meeting)."

Bob Armstrong
01-03-2013, 08:59 PM
CFC Transition to the Not-For-Profit Corporations Act

I have read the report, and it is interesting, and radical.

But the concern I have is not so much that ( though I am concerned ). I feel that the process here has been wrong, as has already been pointed out in prior posts here by other governors, and specifically Chris' motion proposed ( not sure if Pierre has yet seconded it ) to ask for the additional " minimum changes " report.

I would like to suggest that a different “ process “ be followed ( and maybe it is an alternative to Chris' motion, or maybe it seeks the same thing ):

1. This motion/report of the Committee be tabled to the 2013 Spring ( April ) Meeting;
2. The Committee be requested to draft a new CFC Constitution that keeps all current aspects of CFC, including all governance, except what has to be changed for CFC to comply with the new Act, and that it bring a motion to the Spring Meeting that the new Constitution be adopted. Note that this will require a 2/3 majority.
3. If this motion # 1 passes, then the tabled motion # 2 is brought on, that will seek to amend the newly adopted Constitution in the radical way the Committee is proposing. We can then vote on this motion. If it fails, we will still have a new Constitution, properly adopted, with which to make application under the Act.
4. If this motion # 1 fails ( the status quo is not wanted ), then the tabled motion # 2 is brought on, to make a second attempt to get a Constitution supported by 2/3 of the Governors. Should it also fail, then the Committee will have to go back to the drafting board, canvas the governors on what is wanted, and try to draft a new third version consensus Constitution, that will have some chance of passing.

This in no way is a criticism of the work of the Committee – they took the mandate given to them, and have come up with a proposal obviously supported by the Committee as a whole, or at least by a majority of the Committee. They have clearly identified a number of key issues, and made concrete change proposals about them.

I would ask that governors post whether this new “ Process “ is considered preferable to the one we are currently going to use.

If a motion is needed to change the process, and Chris' does not quite do it, then could the Chair give some guidance on what would be required, and I would be pleased to bring whatever motion would be considered necessary, or alternatively Chris could amend his motion accordingly.

Bob A

Christopher Mallon
01-03-2013, 09:18 PM
How about this (mostly from Bob's post):

I move that:

1. This motion/report of the Committee be tabled to the 2013 Spring ( April ) Meeting;
2. The Committee be requested to draft a list of changes to the CFC Constitution that keeps all current aspects of the CFC, including all governance, except what has to be changed for the CFC to comply with the new Act, and that it bring a motion to the Spring Meeting that the new Constitution be adopted. This list of changes must be presented to the Governors no later than March 18th, 2013.
3. The changes proposed in this initial report will be considered after the CFC Constitution has been made compliant with the new NFP Act

This means that the changes proposed here will have to stand/fall on their own merits, and the legalities are properly taken care of on their own.

Bob, Pierre, anyone else want to second?

Bob Armstrong
01-03-2013, 09:40 PM
Hi Chris:

I quite happily second - good job integrating our goals into one motion.

Bob A

Garvin Nunes
01-03-2013, 09:49 PM
I have several points to make. The first regarding the question by Bob Gillanders (on selection of the board of directors) and the response by Gordon Ritchie. The second is with regard to a question Hal Bond asked in the past about keeping certain executive positions. I then put forward a few general considerations for everyone's thoughts.

(The Bob Gillanders Question)
Bob Gillanders asked basically how the 9 board of directors were going to be picked. So for example will each "member representative" submit 9 names? Or on the other hand will each member representative be getting 9 votes to be put towards an existing panel of candidates...In either case I'd like to see the nomination process spelled out in detail. Otherwise how would it be responsible to support these changes?

(The Hal Bond Question)
Hal Bond previously asked if current executive positions like Fide Rep were going to exist in the new system. I would also like to know if the secretary is going to exist as a position as well.

A good reason to have a secretary (for example) elected or appointed right at each AGM, rather than have the president appoint helpers after the fact, is that then we know a job with a lot of work and responsibility is committed to up front. I have a feeling that if this isnt done you could end up with a president keeping all the current roles plus the duties of secretary added on. (And even if he gets on the job of picking helpers, the president in the new system will suddenly have the "responsibility" over all those duties of the helper heaped on his own shoulders).

(General Considerations)
I am not sure if it is the intention of the current executive to offer us a package of big changes to the CFC constitution and then we do an up or down vote on it; but, I think that is a path that would lead to many problems.

I think its important we work out the details (for questions such as I've mentioned here) now as opposed to doing an up or down vote on an existing proposal in the spring. Because even if we are not in conformity with federal standards it will be best to vote down such a proposal if there are is even a couple of things a governor is not sure about.

I guess what I'm saying is its better we face whatever difficulties right now during this meeting rather than what basically amounts to kicking the can down the road and hoping the governors will accept a package deal with more time pressure on them. My feeling is we would risk missing the 2014 deadline for conformity if we go about things that way.

Christopher Mallon
01-03-2013, 10:02 PM
I guess what I'm saying is its better we face whatever difficulties right now during this meeting rather than what basically amounts to kicking the can down the road and hoping the governors will accept a package deal with more time pressure on them. My feeling is we would risk missing the 2014 deadline for conformity if we go about things that way.

The meeting is almost over and still many concerns with this motion need addressing. If proposal to table it and develop a two-stage plan fail, the best option is still to vote it down.

Pierre Dénommée
01-04-2013, 12:38 PM
I second it.

There are also very important questions to ask to the CRA before proceeding. The first involve the our Tax Exempt status and the second the legitimacy of our RCAA attempt.



How about this (mostly from Bob's post):

I move that:

1. This motion/report of the Committee be tabled to the 2013 Spring ( April ) Meeting;
2. The Committee be requested to draft a list of changes to the CFC Constitution that keeps all current aspects of the CFC, including all governance, except what has to be changed for the CFC to comply with the new Act, and that it bring a motion to the Spring Meeting that the new Constitution be adopted. This list of changes must be presented to the Governors no later than March 18th, 2013.
3. The changes proposed in this initial report will be considered after the CFC Constitution has been made compliant with the new NFP Act

This means that the changes proposed here will have to stand/fall on their own merits, and the legalities are properly taken care of on their own.

Bob, Pierre, anyone else want to second?

Pierre Dénommée
01-04-2013, 12:44 PM
You pointed out a very serious problem in the Committee report. There is no permanent structure to the CFC. Everything can be changed by either the vote of the Directors or even the will of a single person. As I stated before, at least NAC, TODCP and ethics Committees should be permanent. FIDE Rep is a too important position, required by FIDE, to be not permanent. There is nothing in the current structure that would prevent a Director who should go to Ethics Committee from moving a motion to dissolve the Committee.


I have several points to make. The first regarding the question by Bob Gillanders (on selection of the board of directors) and the response by Gordon Ritchie. The second is with regard to a question Hal Bond asked in the past about keeping certain executive positions. I then put forward a few general considerations for everyone's thoughts.

(The Bob Gillanders Question)
Bob Gillanders asked basically how the 9 board of directors were going to be picked. So for example will each "member representative" submit 9 names? Or on the other hand will each member representative be getting 9 votes to be put towards an existing panel of candidates...In either case I'd like to see the nomination process spelled out in detail. Otherwise how would it be responsible to support these changes?

(The Hal Bond Question)
Hal Bond previously asked if current executive positions like Fide Rep were going to exist in the new system. I would also like to know if the secretary is going to exist as a position as well.

A good reason to have a secretary (for example) elected or appointed right at each AGM, rather than have the president appoint helpers after the fact, is that then we know a job with a lot of work and responsibility is committed to up front. I have a feeling that if this isnt done you could end up with a president keeping all the current roles plus the duties of secretary added on. (And even if he gets on the job of picking helpers, the president in the new system will suddenly have the "responsibility" over all those duties of the helper heaped on his own shoulders).

(General Considerations)
I am not sure if it is the intention of the current executive to offer us a package of big changes to the CFC constitution and then we do an up or down vote on it; but, I think that is a path that would lead to many problems.

I think its important we work out the details (for questions such as I've mentioned here) now as opposed to doing an up or down vote on an existing proposal in the spring. Because even if we are not in conformity with federal standards it will be best to vote down such a proposal if there are is even a couple of things a governor is not sure about.

I guess what I'm saying is its better we face whatever difficulties right now during this meeting rather than what basically amounts to kicking the can down the road and hoping the governors will accept a package deal with more time pressure on them. My feeling is we would risk missing the 2014 deadline for conformity if we go about things that way.

Les Bunning
01-04-2013, 01:35 PM
The report of the NFP transition committee of which I was a member came to the conclusion that the operations of the CFC executive should be streamlined by giving more authority to the Board of Directors to run the organisation and make changes. The governors would elect the Directors and could therefore influence how the CFC operates. If decisions of the Board of Directors are unsatisfactory to the Governors then new Directors can be elected at the next annual meeting. The Governors therefore have a choice, they can choose to be less involved with day to day decisions or they can retain the present structure.
I appreciate that governors like to be involved in any decision making process but in my view the present structure has not served the CFC that well in recent years. We have lost large amounts of money. We no longer have a printed magazine. We were forced to sell our permanent headquarters. Our business operations have been outsourced which may or may not cause us problems in the future. Any changes to our rules no matter how minor or obvious are protracted and time consuming.
There is no guarantee that the proposed changes would cure all of our problems but there is a good chance that it will resolve some of them by introducing a more streamlined process for making changes. Governors wishing to become more involved have the choice of seeking election to the board of Directors. One of the criticisms of the report concerns the wording 'the president may appoint officers with the approval of the board' it was not intended to give the President dictatorial powers by not appointing officers. If the report is accepted I will modify the wording in the proposed constitution to give the power to appoint officers to the Board of Directors. It is expected that most of the officers such as Fide rep. and secretary wil be members of the board of directors.
Les Bunning

Gordon Ritchie
01-04-2013, 01:55 PM
We have no choice tut to amend our Constitution to bring our governance into compliance with the NFP provisions.
The mandate given the committee was to make proposals to achieve this while improving the overall governance of the CFC.
If governors believe, as apparently does Chris, that our CFC governance is just fine as it is, they should vote against acceptance of the report. If they believe that our governance is flawed and should be improved, they should consider supporting the committee report.
In either event, the next step will be to draft the legal language to implement the will of the governors. If the report is rejected, that will be the bare minimum required for compliance. If the report is accepted, the drafting will reflect the proposed improvements and address the specific questions raised in this discussion.
I do not believe that simply kicking the issue further down the road is a realistic or responsible option.

Félix Dumont
01-04-2013, 03:02 PM
I'm not qualified to comment the legal side of the motion. However, I like general idea and would probably support it. I have the impression that there are too many people involved in decisions at this time, and that it slows down pretty much everything. I would not mind giving more power to the executive,as long as it is composed of enough members.

Valer Eugen Demian
01-04-2013, 03:16 PM
Such radical change cannot be done properly in such a short time, especially when the official deadline to comply is almost 2 years ahead of us. As much as I understand and have experienced non-profit, the changes required to comply with the new act DO NOT have to be so drastic.

Secondly I have taken the time to read the document prepared by the committee and overall do not agree with the recommendations presented. Of course I have already learned these years not too many care about what I say, so all I can do is state my opinions and vote the way I think it serves Canadian chess the best: AGAINST IT!

Bob Armstrong
01-04-2013, 04:07 PM
Hi Valer:

I wouldn't discount the value of your opinion quite so quickly. Many governors take in opinions, agree with them, but will never post such. Who you hear from generally are those against you - comes with the territory of holding your ground!

Bob A

Garvin Nunes
01-04-2013, 05:16 PM
In retrospect I think it was a mistake to put all of my questions in a single post. So let me pose them one at a time.

First. How will the nine member board of directors be selected? Will there be a group of nominated people from which each "voting member" would apply 9 votes? Or would each voting member submit 9 names and the top 9 become the directors? (Gordon Ritchie's answer to Bob Gillanders seem to imply he prefered the first choice; but, I'm thinking I like the second).

(Would that be better than each voting member just having a single vote and then the nine candidates with the most votes become the board?)

Would Mr Von Keitz or one of the people on the committee care to answer this?

Garvin Nunes
01-04-2013, 05:20 PM
I have a second question. It is about the wisdom of getting rid of executive members such as the secretary. We are currently in a situation where the secretary is a position with tons of work and responsibilities heaped on it. As an elected position the person who takes on that role *knows* they are taking on a big responsibility. If this work were to become a delegated responsibility (on the part of the president for example) do we run the risk of *the president* simply taking on all that work?

Michael von Keitz
01-04-2013, 09:50 PM
In retrospect I think it was a mistake to put all of my questions in a single post. So let me pose them one at a time.

First. How will the nine member board of directors be selected? Will there be a group of nominated people from which each "voting member" would apply 9 votes? Or would each voting member submit 9 names and the top 9 become the directors? (Gordon Ritchie's answer to Bob Gillanders seem to imply he prefered the first choice; but, I'm thinking I like the second).

(Would that be better than each voting member just having a single vote and then the nine candidates with the most votes become the board?)

Would Mr Von Keitz or one of the people on the committee care to answer this?

As I understand it, the 9 would be selected from those that put their name forward.

Michael von Keitz
01-04-2013, 09:56 PM
I have a second question. It is about the wisdom of getting rid of executive members such as the secretary. We are currently in a situation where the secretary is a position with tons of work and responsibilities heaped on it. As an elected position the person who takes on that role *knows* they are taking on a big responsibility. If this work were to become a delegated responsibility (on the part of the president for example) do we run the risk of *the president* simply taking on all that work?

You may run that risk; however, the hope would be for the nine directors to be more than figureheads. In addition to providing oversight, they should be willing to contribute to the operation of the federation where needed. As for the size of the executive, some current executive members privately expressed a preference for 5 - more or less, make the FIDE Rep a standalone #4 and Secretary/Treasurer a #5. I understand that the committee would be flexible on these types of details.

Paul Leblanc
01-05-2013, 11:09 AM
Could we not retain the current structure with Governors that are actively involved and an Executive of about 7 people? I don't think there will be many people volunteering to be Members' Representatives if their only duty is to annually elect the Directors. What will happen to the quarterly meetings? Will the Directors have complete authority to make changes, including constitutional changes, major restructuring and large financial liabilities without oversight from the Members' Representatives?
There appears to be a concern that the Executive is unable to function effectively with the current structure because a group of less informed people (Governors) can change policy and finances or over-rule executive decisions at a whim. On the other hand, who is to say that there are not benefits to problem-solving with a wider forum of stakeholders such as the Governors?
Could we not make a smaller transition by providing the Executive and President with better defined financial authority and the ability to veto Governors' motions that don't achieve a high level of support?
I do agree that we could reduce the number of Governors and I also agree that we could have voting and non-voting Governors as suggested by the committee.

Pierre Dénommée
01-05-2013, 04:40 PM
By default, the Directors can modify the By-Laws as they see fit. The members approves or reject the changes at the next annual meeting. If the members reject the changes, any similar changes voted by the Directors cannot be enacted without members approval.


Could we not retain the current structure with Governors that are actively involved and an Executive of about 7 people? I don't think there will be many people volunteering to be Members' Representatives if their only duty is to annually elect the Directors. What will happen to the quarterly meetings? Will the Directors have complete authority to make changes, including constitutional changes, major restructuring and large financial liabilities without oversight from the Members' Representatives?

Gordon Ritchie
01-05-2013, 07:17 PM
[QUOTE=Paul Leblanc;20654]Could we not retain the current structure with Governors that are actively involved and an Executive of about 7 people? I don't think there will be many people volunteering to be Members' Representatives if their only duty is to annually elect the Directors. What will happen to the quarterly meetings? Will the Directors have complete authority to make changes, including constitutional changes, major restructuring and large financial liabilities without oversight from the Members' Representatives? QUOTE]

The committee recommends that precisely such matters would be reserved to the Members' Representatives Assembly.

Paul Leblanc
01-05-2013, 08:46 PM
I see the part about approval of drastic changes to the constitution or finances at the annual meeting or a special meeting called by the President or on petition from 10 Representatives. It may be too late to undo drastic changes if decisions are made and discussion deferred to an annual meeting or until 10 Representatives find out what is going on. Wouldn't it be possible to give the executive/directors a dollar figure for expenditure authority? Also, I'm not sure I want the constitution changed without wider support than just the executive and/or 9 directors. Also, wouldn't it be better if large/major (my terminology) decisions be taken only after consultation with Representatives via the quarterly meetings?

Gordon Ritchie
01-06-2013, 12:14 PM
Paul
These are all good points and can be taken into account in the preparation of the draft legal text to be brought back to the Governors for review and approval. I anticipate that even at that point there will be a number of adjustments to be made.
There is, however, one fundamental issue. The CFC is a very small organization, with a membership of around 1,000 give or take and an annual budget under $250,000. As our current governance has evolved, virtually all decisions to do with the CFC are discussed (often several times) and decided by a governing board of more than 50 Governors plus another 10 or so "executive" members or better than one for every 20 members. It is very generous of these individuals to give so much of their time to this process with all the other demands on them. It has proven, however, to be rather unwieldy and top-heavy as well as prone to gridlock. No doubt some governors like it that way and will want to keep the system as unchanged as possible when we transition to NFP status. "If it ain't broke, don't fix it."
The committee took the view that there is room for improvement. It would not be unreasonable for the affairs of such a small organization to be overseen by a 9-member board of directors, meeting at least quarterly, with the day-to-day operations managed by a small executive. As you know, this is the preferred structure for much larger organizations in the public and private sectors.
Normally, such a board would be elected annually by the shareholders or, in this case, the membership at large.
In recognition of the role the governors have played in the past, however, it was suggested as a compromise that they would continue to play a role as representatives of the broader membership, electing the directors annually, and being required to approve major fundamental changes, e.g. constitution, major financial transactions (above a certain amount), etc.
This is hardly revolutionary but it is a modest proposal intended to permit the CFC to function more efficiently and accountably than at present.

Egidijus Zeromskis
01-06-2013, 03:22 PM
This is hardly revolutionary but it is a modest proposal intended to permit the CFC to function more efficiently and accountably than at present.

I think that offered proposals are good. The current status is really bad. Seems that system is falling apart as requires so many Governors, so many governors' meetings. imho, ChessnMath gave a very good lesson to the CFC how a championship could be organized. Could the current CFC business model repeat this?

Lyle Craver
01-06-2013, 06:11 PM
Having been both CFC Secretary and CFC Treasurer I can attest that the two roles are radically different with little overlap between the two. At the end of my term as Treasurer I strongly stated my view that I did not think a person unable to visit the office 2 or 3 times a year as needed could effectively do the job particularly when there were issues where I did not feel that I as Treasurer was receiving information from the Office in a timely manner. It is my personal opinion that much of the loss we suffered that year could have been mitigated had the Office that year been more responsive to the Board.

I find it highly ironic that Halldor Pallson was vilified by some as "dictatorial" given this proposal would give the President far more authority than he was ever accused of wanting to wield.

I do not think it appropriate for major constitutional changes of this nature to be approved outside an AGM though there is plenty that can be done to move this forward in the meantime. This decision is in my mind larger than any taken in the days of Mr. Prentice and the only decision made in recent years of similar size being the decision to sell the Office.

There is an ongoing debate in both the Executive and the Governors about the appropriate role of the two - we have gone back and forth and are currently in a period where extensive Governor input is the rule of the day - my own view being it's gone farther than it should. This proposal would swing the pendulum at least as hard the other way.

At this point I am undecided between abstention and a negative vote but will be taking the full time available.

Fred McKim
01-06-2013, 10:49 PM
Having been both CFC Secretary and CFC Treasurer I can attest that the two roles are radically different with little overlap between the two. At the end of my term as Treasurer I strongly stated my view that I did not think a person unable to visit the office 2 or 3 times a year as needed could effectively do the job particularly when there were issues where I did not feel that I as Treasurer was receiving information from the Office in a timely manner. It is my personal opinion that much of the loss we suffered that year could have been mitigated had the Office that year been more responsive to the Board.

I find it highly ironic that Halldor Pallson was vilified by some as "dictatorial" given this proposal would give the President far more authority than he was ever accused of wanting to wield.

I do not think it appropriate for major constitutional changes of this nature to be approved outside an AGM though there is plenty that can be done to move this forward in the meantime. This decision is in my mind larger than any taken in the days of Mr. Prentice and the only decision made in recent years of similar size being the decision to sell the Office.

There is an ongoing debate in both the Executive and the Governors about the appropriate role of the two - we have gone back and forth and are currently in a period where extensive Governor input is the rule of the day - my own view being it's gone farther than it should. This proposal would swing the pendulum at least as hard the other way.

At this point I am undecided between abstention and a negative vote but will be taking the full time available.

I think the role of Treasurer has changed a lot since then, Lyle. Excellent reports come from the accounting system. Most of my Executive work is related on other matters. I think a VP-Operations could easily replace an official Treasurer.

Michael Barron
01-07-2013, 12:07 AM
Paul
These are all good points and can be taken into account in the preparation of the draft legal text to be brought back to the Governors for review and approval. I anticipate that even at that point there will be a number of adjustments to be made.
There is, however, one fundamental issue. The CFC is a very small organization, with a membership of around 1,000 give or take and an annual budget under $250,000. As our current governance has evolved, virtually all decisions to do with the CFC are discussed (often several times) and decided by a governing board of more than 50 Governors plus another 10 or so "executive" members or better than one for every 20 members. It is very generous of these individuals to give so much of their time to this process with all the other demands on them. It has proven, however, to be rather unwieldy and top-heavy as well as prone to gridlock. No doubt some governors like it that way and will want to keep the system as unchanged as possible when we transition to NFP status. "If it ain't broke, don't fix it."
The committee took the view that there is room for improvement. It would not be unreasonable for the affairs of such a small organization to be overseen by a 9-member board of directors, meeting at least quarterly, with the day-to-day operations managed by a small executive. As you know, this is the preferred structure for much larger organizations in the public and private sectors.
Normally, such a board would be elected annually by the shareholders or, in this case, the membership at large.
In recognition of the role the governors have played in the past, however, it was suggested as a compromise that they would continue to play a role as representatives of the broader membership, electing the directors annually, and being required to approve major fundamental changes, e.g. constitution, major financial transactions (above a certain amount), etc.
This is hardly revolutionary but it is a modest proposal intended to permit the CFC to function more efficiently and accountably than at present.

Gordon,
One fundamental issue is that some decision-makers sometimes forget why the CFC exists as organization.
It exists not for the profit, not for the notorious "bottom line", not for newsletter editor nor office administrator nor any other paid staff.
The CFC exists for chess players who pay various fees, and all decision-makers should be responsible before these chess players.

The latest example: CYCC 2013.
Ottawa organizers didn't present any formal bid, but the Governors awarded them the right to organize the event - without any gridlock.
Unfortunately, organizers decided to change the traditional format of the event - replace 7th round with side events - without any consultation with Governors nor with potential participants.
All players and parents who approached me with this issue expressed concerns about such decision - they all prefer 7th round instead of side events.
Still it's impossible to get an answer to a simple question:
Who made this decision and why?

And you call it "to function more efficiently and accountably"? :confused:

Bob Armstrong
01-07-2013, 07:57 AM
Hi Michael:

It is my recollection, that when the 2013 CYCC bid was submitted, some governors questioned the 6-round format ( it was in the bid I think, no? ). The organizers said they wouldn't change it, when asked to by some governors. So it was either the bid, or nothing ( there was no other CYCC bid ).

Is my recollection wrong on this ( I haven't gone to check the meeting text )?

Bob

Egidijus Zeromskis
01-07-2013, 09:12 AM
Bob, the bid was discussed at http://www.chesscanada.info/forum/showthread.php?2679-9-Event-Bids-submission-and-discussion
Only dates were presented. (3 days)
A bidder only told they would look at expressed concerns.

Félix Dumont
01-07-2013, 09:21 AM
The latest example: CYCC 2013.
Ottawa organizers didn't present any formal bid, but the Governors awarded them the right to organize the event - without any gridlock.
Unfortunately, organizers decided to change the traditional format of the event - replace 7th round with side events - without any consultation with Governors nor with potential participants.
All players and parents who approached me with this issue expressed concerns about such decision - they all prefer 7th round instead of side events.

You are right. I also received many complaints from parents. If I had known more about the tournament (such as the fact that the CYCC will be used to finance the CO, while the kids while have to pay thousands of dollars to go to the WYCC), I would never have voted in favour of it. But the solution to this might be to request all the details about a tournament when there's a bid.

Also, it is true that the original bid was on 3 days. But we thought they had changed it to 7 rounds after they announced that they will hold the tournament on 4 days. However, the last day is only for tie-breaks (?!).

Bob Armstrong
01-07-2013, 11:25 AM
Hi Egis:

Thanks.

The bid:
Proposed dates CYCC July 10-12 2013
Canadian Open July13-21 2013

- there were only 3 days presented in the bid, that is only 6 rounds. That was clear to all the governors.
- Hal Bond asked if they could start a day earlier on July 9, though he did not clearly say he wanted this to add a 7th round. Les Bunning, lead organizer, said they'd look at that. They gave no indication in the bid that they had any CYCC plans for Saturday, July 13, the day the Canadian Open starts in the evening.
- but now the CYCC website shows as the dates: (July 10-13, 2013. Ottawa - includes the Saturday). The July 9 idea was rejected. But Les has now made clear that the AM of Saturday is for tie-breaks, and general fun activities for the CYCC participants, especially those staying for the Can. Open, later in the day.

So parents have been asking why not use Sat. AM for the 7th round? Les has basically answered as I understood him:

1. 6 rounds is sufficient to determine at least first place;
2. the fun Sat. AM activities are an important part of their program.

I think also at this point, there is no clear idea, if a 7th round took place Sat. AM, what would be done to break ties.

I have advised the parents that the hands of the CFC are now tied, because we accepted the bid as proposed, with the possibility of some extension of the time. CFC cannot force a 7th round on the organizers. So the issue is clearly up to Les - and it is at least theoretically available to him to add a 7th round, if he fels that is an alternate viable plan.

I suggested the CYCC parents who want to do something, can pretty much only contact Les directly, or perhaps start a petition to give to him, to let him know the extent of support for a 7th round.

So have I now got this right, since I am being asked to explain it to CYCC parents, as a CFC Governor who was at the bid meeting.

Bob A

Vladimir Drkulec
01-07-2013, 11:57 AM
I understood that they were planning 6 rounds and I also understood that there were concerns expressed at the time of the bid that this was a departure from the normal practice.

Vladimir Drkulec
01-07-2013, 12:22 PM
You are right. I also received many complaints from parents. If I had known more about the tournament (such as the fact that the CYCC will be used to finance the CO, while the kids while have to pay thousands of dollars to go to the WYCC), I would never have voted in favour of it. But the solution to this might be to request all the details about a tournament when there's a bid.

Also, it is true that the original bid was on 3 days. But we thought they had changed it to 7 rounds after they announced that they will hold the tournament on 4 days. However, the last day is only for tie-breaks (?!).

I am not clear on why people would suppose that the CYCC would be financing the Canadian Open. Rules were put in place after the 2011 CYCC which limited the organizer's portion of the funds to an amount that would not normally cover the expenses of a stand alone CYCC put on in any major metropolitan area. Fundraising is pretty much mandatory and quite uncertain in these austere times. My understanding of the current CYCC is that the only benefit to the CO is the same as to the CYCC - being a lower overall expense for the site by scheduling both tournaments back to back. If anything this would tend to be more of a benefit to the shorter CYCC than to the longer CO which probably would already enjoy some discounts due to its length.

Pierre Dénommée
01-07-2013, 01:02 PM
Hi Bob,

This is not the only relevant factor. In a six rounds tournament, some players will likely have 4 blacks and 2 white or 4 whites and 2 blacks. This is legal and this is done only when there is no other alternative. On a so small number of rounds, having whites for 2/3 of a tournament is a distinct advantage. In an odd number of rounds Swiss tournament, only truly exceptional circumstances could result in a player having anything else then a 4-3 or 3-4 coulour distribution. Except in some truly exceptional conditions, a 5-2 colour distribution is illegal.




1. 6 rounds is sufficient to determine at least first place;

Félix Dumont
01-07-2013, 06:01 PM
I am not clear on why people would suppose that the CYCC would be financing the Canadian Open. Rules were put in place after the 2011 CYCC which limited the organizer's portion of the funds to an amount that would not normally cover the expenses of a stand alone CYCC put on in any major metropolitan area. Fundraising is pretty much mandatory and quite uncertain in these austere times. My understanding of the current CYCC is that the only benefit to the CO is the same as to the CYCC - being a lower overall expense for the site by scheduling both tournaments back to back. If anything this would tend to be more of a benefit to the shorter CYCC than to the longer CO which probably would already enjoy some discounts due to its length.

On the CO websites, it says that the prize fund is guaranteed if and only if the CYCC has enough entries (and thus makes enough profit). It was later confirmed on Chesstalk that part of the CYCC entry fees will be used to finance the CO : http://www.chesstalk.info/forum/showthread.php?t=8034&page=3

Michael Barron
01-07-2013, 09:59 PM
So the issue is clearly up to Les - and it is at least theoretically available to him to add a 7th round, if he fels that is an alternate viable plan.


Sorry, Bob, but I respectfully disagree... :(

If it was a regular weekender, Les could do whatever he wants.
But even in this case, a responsible organizer tries to understand preferences of potential participants before making any changes - like it does Aris, for example.

But in this case we're talking about National Championship, and the CFC has full responsibility for it's organization.

If it's impossible to get clear answers to simple questions, like:
Who made this decision?
Who is parents representative referred by Les?
Why it's impossible to have 7th round on Saturday morning?
- it means that something is wrong in the process of awarding CYCC to a potential organizer.