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View Full Version : 5A4 - DISCUSSION ITEMS - CFC Handbook revisions



Lyle Craver
12-14-2018, 12:43 AM
The last revision of the CFC Handbook was done 10+ years ago. There is a proposal to revise the Handbook to make it more accessible and consolidate Governor / VM motions passed since the last Handbook.

Pierre Dénommée
12-16-2018, 01:40 PM
This is long overdue. Because of the NFP Act, the Handbook will have to become a Bylaw or mutiple Bylaws.

The most urgent modernization requirement is a complete renumbering of the Handbook. In its actual condition, the numbering is continuous, which means that a renumbering an item in the beginning of the document would impact all the numbers that follows. A modern Word processor such as Libre Office Writer (free for everybody), can easily put each section of the handbook in a separate file and restart the numbering at 1 for each section. ¸

I volunteer to upgrade the section on the Women Zonal which is my responsibility.

Vladimir Drkulec
12-16-2018, 04:43 PM
This is long overdue. Because of the NFP Act, the Handbook will have to become a Bylaw or mutiple Bylaws.

The handbook will not become a bylaw. It will become a repository of our policies. There is less need for bylaws given that the NFP act covers every contingency that isn't covered in our bylaws. The way I see us moving forward is we bring together all the former sections dealing with youth matters in one place and make that part of a new handbook. Another section would be Olympiad regulations. Another section would be dealing with various tournaments. Included in that would be a section which explained how to organize a youth event. Another section might deal with going to WYCC/WCCC or other international events representing the CFC.



The most urgent modernization requirement is a complete renumbering of the Handbook. In its actual condition, the numbering is continuous, which means that a renumbering an item in the beginning of the document would impact all the numbers that follows. A modern Word processor such as Libre Office Writer (free for everybody), can easily put each section of the handbook in a separate file and restart the numbering at 1 for each section. ¸

I volunteer to upgrade the section on the Women Zonal which is my responsibility.

Pierre Dénommée
12-16-2018, 07:40 PM
This explains the difference between a bylaw and a policy http://www.governinggood.ca/wp-content/uploads/2013/07/By-Laws-and-Policies-Is-There-a-Difference.pdf

The old handbook could not be altered without a vote of the VM, but generally, a policy offers no such protection.

I did a search for the words policy and policies in the NFP Act and none of those words have been found.

Richard Bowes
12-16-2018, 07:41 PM
“The handbook will not become a bylaw. It will become a repository of our policies. There is less need for bylaws given that the NFP act covers every contingency that isn't covered in our bylaws. “

The NFP Act does not cover every matter previously covered by the CFC by laws. The NFP Act, like its predecessor The Canada Corporations Act, has minimum requirements that must be set out in the by-laws but it does not replace a corporation’s existing by laws. For this reason a corporation is advised to review it’s by laws as part of its transitioning to the NFP Act. The CFC Handbook contains by laws setting out the powers and authority of the executive members and the powers and authority of the governors. Have these by laws been added to the corporate records under the NFP Act?

Egidijus Zeromskis
12-17-2018, 10:09 AM
“The handbook will not become a bylaw. It will become a repository of our policies. There is less need for bylaws given that the NFP act covers every contingency that isn't covered in our bylaws. “

The NFP Act does not cover every matter previously covered by the CFC by laws. The NFP Act, like its predecessor The Canada Corporations Act, has minimum requirements that must be set out in the by-laws but it does not replace a corporation’s existing by laws. For this reason a corporation is advised to review it’s by laws as part of its transitioning to the NFP Act. The CFC Handbook contains by laws setting out the powers and authority of the executive members and the powers and authority of the governors. Have these by laws been added to the corporate records under the NFP Act?

As I recall when accommodating to the NFP Act, ALL "old" handbook went down to policies the Executive would run the business. Thus, the "old handbook" has no legal power anymore. Though, many cases are still functioning under the old Handbook - a rating system, Youth, Olympiad, Closed.

---
Egis

Victor Plotkin
12-17-2018, 11:51 AM
I am not sure about other cases, but Olympiad regulations in Handbook are absolutely irrelevant. For example, "Selection Committee" is still in Handbook.

Vladimir Drkulec
12-17-2018, 12:17 PM
“The handbook will not become a bylaw. It will become a repository of our policies. There is less need for bylaws given that the NFP act covers every contingency that isn't covered in our bylaws. “

The NFP Act does not cover every matter previously covered by the CFC by laws. The NFP Act, like its predecessor The Canada Corporations Act, has minimum requirements that must be set out in the by-laws but it does not replace a corporation’s existing by laws. For this reason a corporation is advised to review it’s by laws as part of its transitioning to the NFP Act. The CFC Handbook contains bylaws setting out the powers and authority of the executive members and the powers and authority of the governors. Have these bylaws been added to the corporate records under the NFP Act?

Laws have changed. We will follow the laws. There was no chance that the handbook could have been incorporated into an NFP compliant framework in the time frame which we had back then. Few people seem to understand how close we were to losing our non-profit status and foundation funds at that time. I spent a great deal of time then to make sure that the CFC survived. Even at the last minute there were many governors that wanted to reject the continuation at which point I probably would have had to give up and hand the whole file over to lawyers who probably would have charged us many tens of thousands of dollars to get us to the same point by the looming deadline which was only a few months away. Remember the first stab at continuation was rejected by the voting members. I learned from the mistakes of the first committee and had a very open process which played out over many CFC meetings with lots of consultations with the then governors who became voting members voting on every clause before we got to the point that we could vote on the whole continuation.

We don't need the smoking bylaws in our new handbook as we have in the old handbook. Those are covered under municipal, provincial and federal laws. We need an operating manual which tells people what to do to organize a tournament or bid on a tournament or qualify for things like the WYCC/WCCC or be a head of delegation at a youth tournament and so on.

Vladimir Drkulec
12-17-2018, 12:23 PM
I am not sure about other cases, but Olympiad regulations in Handbook are absolutely irrelevant. For example, "Selection Committee" is still in Handbook.

This is not surprising since it is a historical handbook and no one person is responsible for keeping it up to date. Hopefully, once this handbook update process is completed we can have an updated and relevant handbook. I would hope that we could vote on adopting at least updated youth regulations, olympiad regulations and several other sections by the AGM in August if not earlier. Some sections are superseded by our Articles of Continuation and Bylaws filed with the government at the time of the continuation or shortly thereafter.

Egidijus Zeromskis
12-17-2018, 12:38 PM
This is not surprising since it is a historical handbook and no one person is responsible for keeping it up to date. Hopefully, once this handbook update process is completed we can have an updated and relevant handbook. I would hope that we could vote on adopting at least updated youth regulations, olympiad regulations and several other sections by the AGM in August if not earlier. Some sections are superseded by our Articles of Continuation and Bylaws filed with the government at the time of the continuation or shortly thereafter.

There are two meanings in "update". imho, Victor Plotkin points that the handbook on the website does not reflect changes accepted by Voting Members. This part could be an easy fix. No voting is required here. Other update meaning is that the Handbook would be overlooked with fresh eyes; changes could be accepted by a vote.

Vladimir Drkulec
12-17-2018, 12:51 PM
For the youth section I would simply take what we have now and also group the information in other sections relevant to youth into the revised handbook. I am less interest in changing it and more interested in making it clear to organizers, chessplayers, and parents. It can be changed later if that is the will of the voting members.

Pierre Dénommée
12-17-2018, 02:13 PM
Laws have changed. We will follow the laws. There was no chance that the handbook could have been incorporated into an NFP compliant framework in the time frame which we had back then. Few people seem to understand how close we were to losing our non-profit status and foundation funds at that time. I spent a great deal of time then to make sure that the CFC survived. Even at the last minute there were many governors that wanted to reject the continuation at which point I probably would have had to give up and hand the whole file over to lawyers who probably would have charged us many tens of thousands of dollars to get us to the same point by the looming deadline which was only a few months away. Remember the first stab at continuation was rejected by the voting members. I learned from the mistakes of the first committee and had a very open process which played out over many CFC meetings with lots of consultations with the then governors who became voting members voting on every clause before we got to the point that we could vote on the whole continuation.

We don't need the smoking bylaws in our new handbook as we have in the old handbook. Those are covered under municipal, provincial and federal laws. We need an operating manual which tells people what to do to organize a tournament or bid on a tournament or qualify for things like the WYCC/WCCC or be a head of delegation at a youth tournament and so on.

After the first rejection by the Governors, the next proposal took an eternity, many months, before being submitted again to the Governors. Waiting for the last moment to submit the continuation has been a bad decision and it can easily be seen as applying pressure on Governors to secure a Yes vote to a poor Constitution.

I had the Constitution of a chess League approved by Industry Canada in less then 48 hours and my constitution is not a cut and paste of information found on Industry Canada site. Complying with the Law while adding domain specific content to a Constitution is quite easy. I still need to do the Bylaws, but those are only filed with IC, they do not require approval. Founding something new is easier because I did not have to get the approval of 60 other persons, but writing a customized compliant constitution is not hard. The CFC could easily have done it if a first draft copy a new improved Constitution has been submitted to the Governor one month after the first rejection.

Pierre Dénommée
12-17-2018, 02:15 PM
L

We don't need the smoking bylaws in our new handbook as we have in the old handbook. Those are covered under municipal, provincial and federal laws. We need an operating manual which tells people what to do to organize a tournament or bid on a tournament or qualify for things like the WYCC/WCCC or be a head of delegation at a youth tournament and so on.

The advantage of a real Bylaw is that IC has a copy which makes in quite official.

Lloyd Lombard
12-17-2018, 03:47 PM
I'm really not certain what is being argued here however I will simply note that legislation is, for all intents and purposes, the requirements which must be fulfilled (or not surpassed) by an organization which seeks to be under the legislation's umbrella. A Constitution and Bylaws (can be one document, but better if two separate documents)define what the organization is about, its goals, objectives, and its organizational structure, including officers, meetings, elections, etc. I found a document based out of BC which I thought may be helpful to this discussion, here’s a "copy and paste" of part of the website:

http://d3n8a8pro7vhmx.cloudfront.net/clastest/pages/79/attachments/original/1401252010/Revised_Society_Guide_(2012).pdf?1401252010


"What I wanted to note in the document is:

STEP FOUR: Decide On the Contents of Your By-laws.
While a Society’s Constitution defines its goals and objectives, its by-laws define its daily
management rules. The Society Act (section 6) requires that every Society’s by-laws address the
following issues:
1) The terms under which a person may be admitted to the Society.
2) The rights of members of the Society.
3) The duties of members of the Society.
4) The conditions under which a member ceases to be in "good standing".
5) The conditions under which a person's membership in the Society ceases.
6) The manner, if any, in which a member may be expelled.
7) The procedure for calling general meetings.
8) The voting rights of members at general meetings.
9) A statement of whether proxy voting is permitted and if so, provisions for it.
10) The method by which Directors of the Society are to be appointed.
11) The duties of the Directors.
12) The powers of the Directors.
13) The remuneration (if any) to be paid to the Directors.
14) The manner in which Directors may be removed.
15) The method by which the Officers of the Society are to be appointed.
16) The duties of the Officers.
17) The powers of the Officers.
18) The remuneration (if any) to be paid to the Officers.
19) The manner in which Officers may be removed.
20) The methods under which the Society may exercise its power to borrow money.
21) The manner in which the minutes of the members' meetings and Directors' meetings of
the Society are to be prepared and kept.

Your Society’s by-laws are by no means restricted to the above-noted items. You may include
additional items and you should include any by-laws required to clarify the structure and
procedures of your Society. You may, for example, include provisions:
1) allowing or restricting minors and/or corporations from membership (section 7(5));
2) for the transfer of a member's interest in the Society (section 9);
3) for the establishment of branch Societies (section 18(1));
4) allowing or restricting a Director who has an interest in a contract or transaction with the
Society from being included in a quorum requirement at a Directors' meeting at which this
contract or transaction is approved (section 28(2));
5) authorizing or restricting the Society from investing in certain types of securities (section
32(3));
6) governing the inspection of certain documents by members and Directors (section
37);
7) for increasing a quorum for general meetings to more than three (section 61);
8) setting membership dues;
9) establishing procedures for general meetings, Directors' meetings, the establishment of
committees, and the use of the Society’s seal of the Society; and
10) regarding the auditor’s responsibilities.
NOTE: In some instances, the Society Act provides default rules regarding defined issues which
operate automatically unless a Society provides otherwise."

Vladimir Drkulec
12-17-2018, 06:27 PM
After the first rejection by the Governors, the next proposal took an eternity, many months, before being submitted again to the Governors. Waiting for the last moment to submit the continuation has been a bad decision and it can easily be seen as applying pressure on Governors to secure a Yes vote to a poor Constitution.

I had the Constitution of a chess League approved by Industry Canada in less then 48 hours and my constitution is not a cut and paste of information found on Industry Canada site. Complying with the Law while adding domain specific content to a Constitution is quite easy. I still need to do the Bylaws, but those are only filed with IC, they do not require approval. Founding something new is easier because I did not have to get the approval of 60 other persons, but writing a customized compliant constitution is not hard. The CFC could easily have done it if a first draft copy a new improved Constitution has been submitted to the Governor one month after the first rejection.

It took several months because there was a change of administration and demoralization of the original committee who basically threw up their hands and gave up. Given the mistakes the original committee was criticized for which was a lack of consultation there was a series of consultations over three or four meetings before we had general agreement on the broad outline of the new bylaws and articles of continuation. There were still four or five months until the deadline so there was no brinksmanship though I would probably have resigned and thrown it back to the voting members if it had not been accepted after so much discussion. We actually could have dragged it out for a few more years because the government extended the deadline though we had no way of knowing that when we finally managed to cross the finish line.

Richard Bowes
12-17-2018, 08:42 PM
It would have been a simple matter to review the CFC by-laws with a view to transferring the most relevant ones to the new corporation. This would have allowed a streamlining and update of the old constitution. However, since this wasn’t done and the Handbook is now considered just a statement of policies it would appear that all authority rests with the executive now and governors are just window dressing to be called on at the whim of the executive. Based on the comments it appears that there are no longer any by-laws establishing an assembly of governors and their authority. I’m surprised that the governors sanctioned their own demise.

Pierre Dénommée
12-17-2018, 11:13 PM
It would have been a simple matter to review the CFC by-laws with a view to transferring the most relevant ones to the new corporation. This would have allowed a streamlining and update of the old constitution. However, since this wasn’t done and the Handbook is now considered just a statement of policies it would appear that all authority rests with the executive now and governors are just window dressing to be called on at the whim of the executive. Based on the comments it appears that there are no longer any by-laws establishing an assembly of governors and their authority. I’m surprised that the governors sanctioned their own demise.

The Authority of the VM comes from the NFP Act, not from the Bylaws. Actually, using the Bylaws to increase the power of the VM would be illegal. The VM could gain more power with a unanimous member agreement, but getting anything unanimously from the former Governors would have been almost impossible.

With the exception of the Bylaws that require a special majority of the VM to be modified, the normal rules is that the board of Director, it is no longer called the executive, can modify any Bylaw, the changes may come in force immediately. All modification to the Bylaw must be presented at the next AGM where can can be accepted or rejected.



152 (1) Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the corporation, except in respect of matters referred to in subsection 197(1).


The VM may introduce a bylaw and it can have a 2/3 majority requirement and it can even prevent the board of directors from modifying it without the VM permission. Modification to the Bylaws works as in 152 (1) unless Unless the articles, the by-laws or a unanimous member agreement otherwise provides. This sentence gives all latitude to the VM to introduce rigid bylaws but before doing that, we must take into considerations that the director must enjoy a minimum freedom of operation because, they are the one who are responsible even if they delegate any of their authority.



Directors and Officers
Duty to manage or supervise management

124 Subject to this Act, the articles and any unanimous member agreement, the directors shall manage or supervise the management of the activities and affairs of a corporation.


According to 124, the Bylaws cannot impede the directors ability to manage the corporation. This is a problem that can be circumvented but adding a section about the Handbook in the articles at the cost of 200$.

Vladimir Drkulec
12-18-2018, 01:33 AM
There was a long and sometimes tedious educational process in getting the CFC continuation. Some governors had the opinion that they were the board of directors but that was simply unworkable. No sane person would serve on the board (or executive) under those circumstances. Further, no sane person who understood all the implications and legal liability would want to be a voting member under those circumstances.

I really don't think we should be doing things that unnecessarily increase the government's revenue on the backs of the CFC members.

Richard Bowes
12-18-2018, 02:59 AM
Thanks for your comments Pierre. The by-laws contained provisions relating to the governance of the CFC. They set out the limits of authority for the executive members and the governors. The NFP Act streamlines the governing process by removing the need for such by-laws to empower the directors. However, it doesn’t prohibit limiting the power and authority of the directors. The articles and by-laws can be used to establish limits on the authority and powers of the directors, all in accordance with the Act. This should have been done to some extent but wasn’t. In any event I won’t belabor the point further as I can see that this isn’t an issue for the members. I was trying to understand my role as a governor and from what I can determine now that role is vastly reduced from what it was previously under the Handbook.

Fred McKim
12-18-2018, 08:11 AM
I was trying to understand my role as a governor and from what I can determine now that role is vastly reduced from what it was previously under the Handbook.

As I see it the three most important roles for the Voting Member are the following:
1) Elect the CFC Board of Directors
2) Set CFC Policy
3) For Provincially elected VM's, represent their regular members.

Lloyd Lombard
12-18-2018, 10:23 AM
Useful discussion. I haven't read the NFP Act in any detail so my only comment is that since the CFC is bound by the NFP Act, then obviously we can't create a Constitution or Bylaws which would be contrary to that. I've never personally been involved in the registry of an organization under federal legislation (I've been involved in a number of provincially registered Societies). Having said that, I'm still having a difficult time accepting that a Society, regardless of binding governing legislation, doesn't have a Constitution and Bylaws to govern its operations so I'll have to defer any further comments until I have a chance to review the federal legislation (which I don't anticipate will be in the near future).

Vladimir Drkulec
12-18-2018, 11:07 AM
As I see it the three most important roles for the Voting Member are the following:
1) Elect the CFC Board of Directors
2) Set CFC Policy
3) For Provincially elected VM's, represent their regular members.

The board of directors is supposed to set policy. As mentioned by Pierre there are ways to over-rule that order but it transfers liability to those who take on the delegated authority and possibly the voting members who arranged for that transfer. Resigning from the board does not absolve the board members from financial liability. Two years after you leave the board you can be tapped to pay for salaries of employees if the non-profit goes out of business with insufficient assets to pay for six months of salary.

Information on the duties and responsibilities of the board can be found at the following link maintained by the government of Canada.

https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05004.html

Fred McKim
12-18-2018, 12:46 PM
The board of directors is supposed to set policy.https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05004.html

Maybe we need to define what policy is, then. All of the Voting Members voted on Olympic Team regulations about 18-24 months ago. Was that not policy ?

Victor Plotkin
12-18-2018, 01:24 PM
Maybe I oversimplify it, but I see it this way (or at least Vlad thinks this way):

1. Executive (7 persons) have 100% of the power
2. Voting members have no power at all. They can only vote once a year to elect 7 executives.
3. Motions are no more than just recommendations, sometimes CFC executives follow these recommendations, sometimes not. For example, executive mostly followed the motion about Olympiad, and mostly did not follow the motion about Canadian Closed.

Again, it's just my opinion. I don't say that the situation is completely wrong, although for me as a voting member, it's uncomfortable.

Pierre Dénommée
12-18-2018, 02:10 PM
T Some governors had the opinion that they were the board of directors but that was simply unworkable. No sane person would serve on the board (or executive) under those circumstances. Further, no sane person who understood all the implications and legal liability would want to be a voting member under those circumstances.



Unless the CFC has purchased an insurance against errors and omissions by its board members. It would not cover actions such as failing to remit GST/PST/HST or failing to pay your income tax. Those are considered gross negligence and cannot be insured. The FQE is covered by an insurance of this type. FQE can supply this insurance to its affiliates, but quite obviously, we cannot affiliate to the FQE, but we could try to negotiate something to get the insurance.

Vladimir Drkulec
12-18-2018, 03:45 PM
Maybe we need to define what policy is, then. All of the Voting Members voted on Olympic Team regulations about 18-24 months ago. Was that not policy ?

I would think that Olympic Team regulations are procedures and not policies. They define how the team is chosen.

"Policies and procedures set out the rules for both volunteers and paid staff, consultants, and other outsourced individuals. Policies are the statements that provide the framework for decision-making and desired action. They provide guidance for how to respond to situations in a manner that supports your organization's values."
https://charityvillage.com/cms/content/topic/tools_for_nonprofit_leaders_policies_and_procedure s/last/161#.XBlYXVxKjIV

Fred McKim
12-18-2018, 04:29 PM
I would think that Olympic Team regulations are procedures and not policies. They define how the team is chosen.

"Policies and procedures set out the rules for both volunteers and paid staff, consultants, and other outsourced individuals. Policies are the statements that provide the framework for decision-making and desired action. They provide guidance for how to respond to situations in a manner that supports your organization's values."
https://charityvillage.com/cms/content/topic/tools_for_nonprofit_leaders_policies_and_procedure s/last/161#.XBlYXVxKjIV

So if someone wanted to know our policies, would we direct them to the Purpose of the CFC in the Constitution ?

Egidijus Zeromskis
12-18-2018, 05:06 PM
Several meetings ago there was a try to attract people and start a work. Did it move anywhere? Shall we start a process again? Just discussing a semantic will not change the Handbook.

Youth Coordinator mentioned issues about the Youth World and Canada in the next year. This is a good test for Voting members and Execs to work quickly and set rules/procedure/you-name-it.

Olympiad - this requires collections of all motions to update the website version. Unless there are some new thoughts. Victor & Hal, do you have any new input required for a smooth work? Probably, at least, it's time to set a schedule with concrete dates for the next Olympiad.

Closed - the recent bid was accepted (some my concerns left unanswered, though). Not yet in public view.

Rating system - I think a rating auditor was supervising its section and it should be up-to date. Though, I don't recall many changes over past several years.

Nikolay Noritsyn
12-18-2018, 05:50 PM
Maybe I oversimplify it, but I see it this way (or at least Vlad thinks this way):

1. Executive (7 persons) have 100% of the power
2. Voting members have no power at all. They can only vote once a year to elect 7 executives.
3. Motions are no more than just recommendations, sometimes CFC executives follow these recommendations, sometimes not. For example, executive mostly followed the motion about Olympiad, and mostly did not follow the motion about Canadian Closed.

Again, it's just my opinion. I don't say that the situation is completely wrong, although for me as a voting member, it's uncomfortable.

I am of the same opinion. I would add that we rarely have a vote to elect 7 executives as well, because there is no competition.
I see my role as a voting member in 1. participating in discussions (without a hope of changing executive decisions if I happen to disagree) and 2. being informed about what is going on.

Victor Plotkin
12-18-2018, 06:02 PM
I will post my report on last Olympiad later, including incident with A.LeSiege and my proposal how CFC should be better prepared to this scenario in the future.

Fred McKim
12-18-2018, 07:21 PM
I would add that we rarely have a vote to elect 7 executives as well, because there is no competition.

You're right, Nikolay. As I recall this year we had 8 or 9 people interested in being on the Board. While this idea might seem counter-intuitive, we do have the ability to expand the board to as many as 10 Directors. Perhaps adding two more Directors-at-Large would encourage more people to consider being involved.

Pierre Dénommée
12-18-2018, 10:08 PM
Maybe I oversimplify it, but I see it this way (or at least Vlad thinks this way):

1. Executive (7 persons) have 100% of the power
2. Voting members have no power at all. They can only vote once a year to elect 7 executives.
3. Motions are no more than just recommendations, sometimes CFC executives follow these recommendations, sometimes not. For example, executive mostly followed the motion about Olympiad, and mostly did not follow the motion about Canadian Closed.

Again, it's just my opinion. I don't say that the situation is completely wrong, although for me as a voting member, it's uncomfortable.

The only things that the VM really control are the fundamental changes to the organization and the right to accept or refuse changes to the bylaws after the fact most of the time. On some fundamental changes, the non-voting members can vote. That would be the case, if, for example, the CFC would try to create a new member category with one billion votes per member at the AGM or if the CFC wants to empty the Foundation. Shares with multiples votes are more often seen in possession of the founders of for profit corporations.

For example, by putting the Olympiad selection rules in a special Bylaw, we could require a 2/3 majority of the VM to change it and restrict the directors from changing it without permission.

There is another kind of liabilities for the CFC that can arise from the challenging of a poorly written selection policy. The experts in the field of team selection have spoken here.

http://www.crdsc-sdrcc.ca/eng/documents/AthletesCanReportEN.pdf
http://www.crdsc-sdrcc.ca/eng/documents/SDRCC_PolicyDoc_Selection_ENG_web.pdf
http://www.crdsc-sdrcc.ca/eng/documents/SDRCC_Policy%20Checklist_web_EN_final.pdf

The CFC could loose a challenge of its selection based on the fact that they rule have not been clearly communicated to the players.

All Sports Canada funded Federation have an Appeal Policy that allow to appeal a decision of the Board of Directors on very limited grounds

An Appellant cannot challenge a decision only on the grounds that it is not favorable to him or her.
An appeal may be heard only if there are sufficient grounds for the appeal. Sufficient grounds include, but are not limited to, the Respondent:
Making a decision for which it did not have authority or jurisdiction as set out in governing documents;
Failing to follow procedures as laid out in the bylaws or approved policies of ABC;
Making a decision which was influenced by bias, where bias is defined as a lack of neutrality to such an extent that the decision-maker is unable to consider other views and/or that the decision was made on the basis of, or significantly influenced by, factors unrelated to the merits of the matter;
Exercising its discretion for an improper purpose; and/or
Making a decision that was unreasonable or unfair.

That must be legal under the NFP Act.

There is room for improvement of the role of the VM, but we must be very careful with the liability aspect because the CFC in nor insured for errors and omissions.

Vladimir Drkulec
12-18-2018, 10:41 PM
The only things that the VM really control are the fundamental changes to the organization and the right to accept or refuse changes to the bylaws after the fact most of the time. On some fundamental changes, the non-voting members can vote. That would be the case, if, for example, the CFC would try to create a new member category with one billion votes per member at the AGM or if the CFC wants to empty the Foundation. Shares with multiples votes are more often seen in possession of the founders of for profit corporations.

One of the reasons that we kept the players as non-voting members instead of participants is this specific scenario of someone trying to loot the CFC foundation. It is much harder to bribe 2500 members than it is seven members of the board of directors or twenty five or so voting members.



For example, by putting the Olympiad selection rules in a special Bylaw, we could require a 2/3 majority of the VM to change it and restrict the directors from changing it without permission.

There is another kind of liabilities for the CFC that can arise from the challenging of a poorly written selection policy. The experts in the field of team selection have spoken here.

http://www.crdsc-sdrcc.ca/eng/documents/AthletesCanReportEN.pdf
http://www.crdsc-sdrcc.ca/eng/documents/SDRCC_PolicyDoc_Selection_ENG_web.pdf
http://www.crdsc-sdrcc.ca/eng/documents/SDRCC_Policy%20Checklist_web_EN_final.pdf

The CFC could loose a challenge of its selection based on the fact that they rule have not been clearly communicated to the players.

All Sports Canada funded Federation have an Appeal Policy that allow to appeal a decision of the Board of Directors on very limited grounds

An Appellant cannot challenge a decision only on the grounds that it is not favorable to him or her.
An appeal may be heard only if there are sufficient grounds for the appeal. Sufficient grounds include, but are not limited to, the Respondent:
Making a decision for which it did not have authority or jurisdiction as set out in governing documents;
Failing to follow procedures as laid out in the bylaws or approved policies of ABC;
Making a decision which was influenced by bias, where bias is defined as a lack of neutrality to such an extent that the decision-maker is unable to consider other views and/or that the decision was made on the basis of, or significantly influenced by, factors unrelated to the merits of the matter;
Exercising its discretion for an improper purpose; and/or
Making a decision that was unreasonable or unfair.

That must be legal under the NFP Act.

There is room for improvement of the role of the VM, but we must be very careful with the liability aspect because the CFC in nor insured for errors and omissions.

Since we are not funded by Sports Canada any appeals would have to go directly to court and could be very expensive.

Paul Leblanc
12-19-2018, 01:36 AM
Just to confirm Ejidijus' comment on the rating section.
Yes, I supervise it rather closely and ran several changes through the governors during my first couple of years, the main one being the bonus system.
It doesn't need a re-write but I could clean up some of the long winded verbiage whenever the handbook project gets off the ground.

Vladimir Drkulec
12-19-2018, 02:12 AM
Thanks for your comments Pierre. The by-laws contained provisions relating to the governance of the CFC. They set out the limits of authority for the executive members and the governors. The NFP Act streamlines the governing process by removing the need for such by-laws to empower the directors. However, it doesn’t prohibit limiting the power and authority of the directors. The articles and by-laws can be used to establish limits on the authority and powers of the directors, all in accordance with the Act. This should have been done to some extent but wasn’t. In any event I won’t belabor the point further as I can see that this isn’t an issue for the members. I was trying to understand my role as a governor and from what I can determine now that role is vastly reduced from what it was previously under the Handbook.

We still have bylaws. They just aren't the same ones we had before.

Pierre Dénommée
12-19-2018, 01:18 PM
One of the reasons that we kept the players as non-voting members instead of participants is this specific scenario of someone trying to loot the CFC foundation. It is much harder to bribe 2500 members than it is seven members of the board of directors or twenty five or so voting members.



Since we are not funded by Sports Canada any appeals would have to go directly to court and could be very expensive.

We can still have an appeal policy and an mandatory arbitration clause that would keep the courts out of the picture most of the time. There is no need to receive money from Sports Canada to adopt policies that lower the probability of costly litigation. There is noting in the NFP Act that grants any special powers to Sports Canada funded entities.

Vladimir Drkulec
12-20-2018, 12:47 PM
We can still have an appeal policy and an mandatory arbitration clause that would keep the courts out of the picture most of the time. There is no need to receive money from Sports Canada to adopt policies that lower the probability of costly litigation. There is noting in the NFP Act that grants any special powers to Sports Canada funded entities.


Most litigation will be in a small claims court which is probably less expensive than arbitration. Arbitration is not as cheap as you seem to think. The arbitrator still has to be acceptable to both parties which seems to me to be a big stumbling block.

Pierre Dénommée
12-20-2018, 02:43 PM
Most litigation will be in a small claims court which is probably less expensive than arbitration. Arbitration is not as cheap as you seem to think. The arbitrator still has to be acceptable to both parties which seems to me to be a big stumbling block.

Most litigation would likely not go to small claims. If Ontario small claims is as slow as its Quebec Counterpart, a player would know that he has qualified for the 2020 Olympiad in 2021. Consequently, the plaintiff would ask for an injunction which, in Quebec, only the Superior Court can grant. For non-profit incorporated under the deficient Quebec NFP Act, only the Superior Court can overrule a decision made by the the Board of Directors. Lesser courts can condemn to damage, but cannot overrule the decision. The NFP act has the same deficiency: it section 2 it define court as meaning the Superior Court which means that for all the rights granted to the members under the Act, they must go to the Superior Court and pay the Superior Fees https://laws-lois.justice.gc.ca/eng/acts/C-7.75/page-1.html?txthl=tribunal#s-2 .

We should not believe that most lawsuit against the CFC will be in small claims court. As for the choice of the arbitrator, the Sport Dispute Resolution Centre of Canada has many arbitrators experienced in this matter. Arbitrator are usually trained to solve civil disputes, not sport disputes, so I agree that the choice of arbitrator would be important.

Vladimir Drkulec
12-21-2018, 12:24 AM
There is an element of mutual assured destruction in not going to an arbiter. Frankly, I would have more trust in a judge than I would in an arbiter who might know nothing of chess. You have more faith in the Sport Dispute Resolution Centre of Canada than I do. My experience of the legal system is that they usually but not always get it somewhat right if you stick to your guns and don't cave in to your fears in the face of adversity.

Pierre Dénommée
12-21-2018, 01:20 PM
My experience with the legal system is that many victims have been forced to forfeit their rights because they couldn't afford the trial or because the cost of the trial would be higher then the amount of the damaged that the plaintiff would get. The University o Montreal has developed an online justice application the is used an BC and in Ontario but that Quebec stubbornly refuses to use.

The reason arbitrators are use by all other National Sport Organizations has noting to do with the confidence that we might have in the arbitrator, mediation and arbitration are the only dispute resolution techniques that can produce a final solution within the required time-frame.

Lyle Craver
12-21-2018, 06:44 PM
Several meetings ago there was a try to attract people and start a work. Did it move anywhere? Shall we start a process again? Just discussing a semantic will not change the Handbook.

Youth Coordinator mentioned issues about the Youth World and Canada in the next year. This is a good test for Voting members and Execs to work quickly and set rules/procedure/you-name-it.

Olympiad - this requires collections of all motions to update the website version. Unless there are some new thoughts. Victor & Hal, do you have any new input required for a smooth work? Probably, at least, it's time to set a schedule with concrete dates for the next Olympiad.

Closed - the recent bid was accepted (some my concerns left unanswered, though). Not yet in public view.

Rating system - I think a rating auditor was supervising its section and it should be up-to date. Though, I don't recall many changes over past several years.

Paul Leblanc has volunteered to revise the section on ratings when we're ready and I can think of no one better.

I see the Handbook Revision project more in terms of consolidating motions and generally making our documents MUCH easier to access and use. As national secretary I have to access the Handbook more than most of you and my preferred way is to go to the website and doing a find on the phrase I'm looking for. As an example, before each quarterly meeting I go to the Handbook page and make sure I re-read the section on Online meetings to refresh my memory and make sure everything gets done right. Our practice varies a bit but not hugely from the regs of 10 years ago.