PDA

View Full Version : Ag. Item # 13 – Discussion Only of Motion 2010-08 – Role of the President ( Bylaw 3,



Bob Armstrong
04-08-2010, 08:21 AM
In this thread, we will debate this motion. But we will not vote on it at this meeting, since in the GL it is only up now for “ first discussion “. The voting on it will take place at the July AGM. But we should debate it now, as the first discussion.

Here is the motion/commentary ( without notes ):

Motion # 2010-08 – New Section of Bylaw 3, Duties of Officers, Section 4 - President

Revision #4, Dec. 22, 2009

Moved: Robert Armstrong Seconded: Ken Craft

That Section 4 of Bylaw 3 , Duties of Officers, dealing with “ President “ be deleted and the following substituted for it:

“ PRESIDENT

4. The President shall be the chief executive Officer of the Federation. He shall preside at all meetings of the Assembly of Governors, or of the Board of Directors, when he is personally present. He shall exercise constant active and general supervision of the Officers of the Federation, and the conduct of its affairs, with the exception of:

(a) Those matters which are reserved to the Assembly of Governors or the Board of Directors.
(b) Those matters which have already been delegated to Committees appointed by the Assembly of Governors.

Where there is no time for a major decision to be made by the governors, the president shall preside over a meeting of the executive to make such decision. The president will then bring that decision to the governors as soon as possible for review. Where there is no time for a major decision to be made by the executive, the president shall make such decision, and bring that decision to the governors as soon as possible for review. In other matters within his authority, where an immediate decision is not required, the
President will confer with other members of The Board of Directors. In any matter covered by his general authority and not coming within the duties specifically allotted to any other Officer or Officers, the decision of the President shall override that of any other Officer.
The President shall exercise constant and active supervision over the chief employee of the Chess Federation of Canada (commonly known as the Executive Director) if there is one, or over any office services under outsourcing contract.
The President must present a budget for the new fiscal year for approval to The Assembly of Governors, in consultation with the Treasurer, within 1 month of the start of a new CFC Administration. This budget must indicate a surplus for the upcoming fiscal year. The President will make best efforts to ensure that the annual budget is adhered to by the Executive Director or outsourcing contractee. “

Commentary:

The current section 4 of Bylaw 3 states:

“ PRESIDENT

4. The President shall be the chief executive Officer of the Federation. He shall preside at all meetings of the Assembly of Governors, or of the Board of Directors, when he is personally present. He shall exercise constant active and general supervision of the Officers of the Federation, and the conduct of its affairs, with the exception of:
(a) Those matters which are reserved to the Assembly of Governors or the Board of Directors.
(b) Those matters which have already been delegated to Committees appointed by the Assembly of Governors.
The President shall have full power to take such action in the name of the Federation, as he may in his sole discretion decide.
In matters where an immediate decision is not necessary, the president shall confer with the other Officers of the Federation, but as a matter of general policy only, and not so as to limit in any way his authority. In any matter covered by his general authority and not coming within the duties specifically allotted to any other Officer or Officers, the decision of the President shall override that of any other Officer.
The President shall exercise constant and active supervision over the chief employee of the Chess Federation of Canada (commonly known as the Executive Director). “

The proposed duties of the President in the executive motion 2010-01 were:

“ President

The President has the full power to make any and all decisions on any matter that is not explicitly the responsibility of the Assembly of Governors and/or The Board of Directors (aka – The Executive). In matters where an immediate decision is not required the President will confer with other members of The Board of Directors.
The President must present a budget for the new fiscal year to The Assembly of Governors at least 30 days prior to the start of the new fiscal year. This budget must indicate a surplus for to upcoming fiscal year. The President will make best efforts to ensure that the annual budget is adhered to by the Executive Director. “

The new section we have proposed is an amalgam of the above 2. It seeks to make clear the paramount role of the Governors to run the Corporation, and the limited powers within this exercised by the President.
You will note that we have deleted from the current section the following sentences:

“ The President shall have full power to take such action in the name of the Federation, as he may in his sole discretion decide. In matters where an immediate decision is not necessary, the president shall confer with the other Officers of the Federation, but as a matter of general policy only, and not so as to limit in any way his authority”

We have done this because we believe this sentence introduces an element of ambiguity into the issue of division of power between the President and the Assembly. It purports, in our view, to give some type of absolute power to the president, which is contrary to the fact that the governors run the corporation. There is sufficient wording in the new section proposed, to show the “ emergency “ nature of some of the president’s power.

As well, we have moved the date for presentation of a budget to within1 month of the start of a new CFC Administration. We feel this is necessary so that the budget is not a reflection of the priorities of the old CFC administration, but of the new administration that comes in in July at the AGM. What happens now is that the budget is presented around the start of the new fiscal year by the old administration, and then the new administration in July says they want to “ revise “ the budget. And then the process of revision drags on. Under our proposal, the budget would have to be presented by early August, given when we have our AGM ( if the AGM would in future, under changes being discussed currently, be moved to earlier in the year, then the budget would come in earlier than 3 months into the new fiscal year ).

Gordon Ritchie
04-08-2010, 12:20 PM
I am fundamentally opposed to the concept behind this motion, i.e. that the CFC is to be "run" by the Governors. This is totally inconsistent with my experience of best practice by not-for-profit (and for that matter, for profit) corporations---I have served on more than a dozen corporate boards of directors and on a number of not-for-profit boards including chairing a hospital board and the board of a foundation. It is also inconsistent with my understanding of the relevant provisions of the law.
As I see it, the role of the governors should be (1) to elect the executive to run the affairs of the CFC, (2) to pronounce on major strategic questions, including significant capital outlays, strategic plans (!?!?!?), and (3) to approve the selection of auditors and receive the auditors report on the financial statements.
The Executive should run the corporation, subject to annual accountability at the AGM. These volunteers have undertaken to commit the time and effort to manage operations.
I therefore strongly oppose the motion and will vote against it when the time comes.

Bob Armstrong
04-08-2010, 12:34 PM
Hi Gordon:

There is certainly a fundamental disagreement here. Here is my view:

1. The members elect a Board to run the organization, in my view. In the CFC, the members elect their governors to constitute the Board, and it makes all major policy and administrative decisions.

2. The executive are elected by the Board as their operations managers. The executive run the day to day affairs of the corporation between Board meetings. Because of their initimate knowledge of the corporation, due to this, they do become aware of major policy/administrative decisions required, and so bring them to the Board for decision. The Board expects them to make a recommendation on the issue to them, along with an explanation of the issue and their recommendation.

3. Only when there is no time for the Board to meet, and the situation is urgent, does the Executive make a major policy/administrative decision. And then it must be brought to the next board meeting for ratification.

It will be an interesting debate when this matter comes up for vote at the July CFC AGM ! See you in Toronto !

Bob

Paul Leblanc
04-08-2010, 01:34 PM
I more or less agree with Gordon Ritchie. However, the proposal to have the duties include a requirement to present a balanced budget makes sense to me. As an aside, a bit off topic, I'd like to see the executive serve 2 year terms instead of the current one year term. It's pretty hard to get your vision implemented in one year.

Gordon Ritchie
04-08-2010, 03:06 PM
Time for a reality check.
Bob Armstrong's well-intentioned plethora of prescriptions (easy for you to say:) might perhaps be appropriate to a large national organization (the Royal Canadian Golf Association or the YM/YWCA come to mind) with upward of 100,000 members and a budget well into the $millions. If only.
The CFC is a very small organization with a membership of perhaps 1200 country-wide and a correspondingly pitifully small budget.
Apart from the army of non-elected governors (past service, etc.), those elected are generally chosen by acclamation or worse. (More than one has been elected because he failed to attend the meeting or was out of the room on a nature break when the vote was taken.)
I have lost count how many there now are but it is fantasy to pretend they "represent" a much broader membership. They are, in fact, a very high proportion of those CFC members active in the organization in any way. Indeed, whether measured in budget dollars or active memberships, I would wager we have proportionately more governors by a wide margin than any other not-for-profit organization in the country!
To suggest that this gaggle can somehow function as the "board" of the corporation strains credulity.
What they can do, and do in their own inimitable fashion, is select a handful of volunteers who will contribute their time and energy to run this very small business. Having cast my vote, I, for one, am then prepared to let this executive execute their program knowing that at the next general assembly I will have the opportunity to vote to replace them if I am not satisfied with their performance.
I admire and respect the energy and enthusiasm Bob Armstrong has been putting into an attempt to bring order from our current chaotic state. But I am fundamentally opposed to the castles in the air that he seems determined to construct. We are in danger of having the worst of all worlds---a heavy weight of governance that serves to dampen or extinguish every effort or initiative to bring about change.
I am not making the case for abandoning responsibility for governance. Quite the contrary. I firmly believe that the only way we can make any progress is by a governance model tailored to our very modest circumstances.
Instead of elaborate efforts to improve the abysmal performance of the governors, with activity rules, etc., we should rely on them to represent the federation in selecting an executive leadership which is then empowered to get on with the job.

Les Bunning
04-08-2010, 04:33 PM
I disagree entirely with the concept proposed by Bob Armstrong. Generally speaking the CFC operates in accordance with BYLAW #2 which reserves certain powers exclusively to the board of Governors ( article 8 ) and for certain other matters the powers are reserved to the board of Governors if there is time for the matter to be voted on by the governors and if there is insufficient time then the Executive(the board of directors) makes the decision and in urgent case the President alone makes the decision(article 11). For all other matters BYLAW #2 specifies that the CFC is to be run between annual meetings by the executive. Bylaw #3 which is quoted more often was intended to be replaced years ago but this was never done. I believe that a replaced Bylaw #3 with similar wording for the duties of the president as are in bylaw #2 would be appropriate.
In any event There seems to be a fundamental misunderstanding of how the CFC operates. The Governors are supposed to be the equivalent of shareholders and the executive is the board of directors. The executive runs the CFC between annual meetings. The Governors are supposed to make policy and elect the directors at the annual meeting to run the federation. There have been many proposals that attempt to require the executive to do certain matters, such as the number or timing of the governors letters, such proposals although well meaning are of little value as there is no consequence if they are not complied with. The real consequence is that the governors can elect a new executive at the annual meeting if they are dissatified with the performance of the existing executive. Bob Armstrong seems to be an energetic governor who should run for the executive. I for one would vote for him .
Les Bunning

Bob Armstrong
04-08-2010, 05:16 PM
Hi Les:

As we know, we have a fundamentalty different legal position re the structure of the CFC. I have written an article on the " Important Role of the Governor in the CFC " , which was published previously in the CFC Webzine, and has been published for a few years running in the Scarborough Chess Club newsletter ( with amendments to update it ) - the latest publication was in the last Issue # 11-15 of April 1. It is on this article that I base my position on the role in the CFC of the member, Assembly of Governors, and Executive ( legal Board of Directors ).

I would be pleased to forward the Issue # 11-15 to anyone who wishes to read the article ( bobarm@sympatico.ca ) .

Bob

P.S. Thanks for the encouragement re going on to the executive, but as I have explained to a number of members suggesting this, it is not possible for me at the present time.

Christopher Mallon
04-08-2010, 09:46 PM
Ditto what Paul said, however actually that should be the responsibility of the Treasurer, technically.

Stijn De Kerpel
04-10-2010, 10:46 AM
As a member of the last view Executives, my point of view is probably a little biased - but I am in complete agreement with Gordon and Les. I find the current Governor structure cumbersome at best. I don't know any other organization that has 56 members on a board!

Bob Armstrong
04-10-2010, 11:17 AM
Hi Stijn:

It is a bit worse than you state - Les has corrected my governor counting, and it now appears that there are in fact 59 governors ( and there are 60 governors if Aris Marghetis is also a governor - he is not listed on the CFC website, and I, as Posting Secretary, was not aware he was a governor).

I tried at a previous AGM ( and it had been tried once before about 5 years earlier ), to cut the number of Provincial Representative Governors in half almost. That motion got defeated by the governors ( as it had 5 years earlier, though with a worse vote then ).

I also now have a motion before the governors to eliminate 10 of the 20 governors at large ( the past presidents beyond 5 years/Life Governors ). This motion comes up at the July AGM ( and recently a straw vote was held, with the results not having been yet released ).

Having said all that, I will live with whatever governor count we end up with ( though I wish it was smaller ). I think the goal is to make the governor system work. No one has ever, to my knowledge, actually brought a constitutional amendment to radically change the CFC governance structure ( it is just complained about, but then everyone is happy, more or less, to try to live with it ).

I think this meeting is proof that the goverors can " govern " if given a reasonable opportunity - like getting decisions made in 6 1/2 days, rather than 9 months ( under the current GL system ).

Bob

Gordon Ritchie
04-11-2010, 11:06 PM
Let me make this simple. The Governors are not, repeat not, the analog of a board of (nearly 60) directors. The assembly elects the executive which conducts the operations of the CFC, referring to the Governors only on major strategic issues such as acquisitions and divestitures, major capital investments, etc.
Bob, your energies would be better used trying to energize the CFC rather than attempting to create a demonstrably non-workable alternative to the governance structure already spelled out in the constitution.

Bob Armstrong
04-11-2010, 11:15 PM
Hi Gordon:

I am having this debate with Les Bunning as well.

My position on the Structure of the CFC, and the role of the Governor, is set out in my article " The Important Role of the Governor in the CFC ", which was published previously in the CFC Webzine, and has been also published in the Scarborough CC newsletter, for a few years running. The article appeared in the April 1 Issue # 11-15, which you just received a while ago. You can refer to it to see why I take my position on the role of the Governors ( = Board ) vs the Executive. I do agree that the Executive carry on the day to day operations of the corporation ( they are administrative managers ). But major policy/administrative decisions are governance matters for the Assembly of Governors.

If anyone wants a copy of the article, please e-mail me : bobarm@sympatico.ca .

Bob

Bob Armstrong
04-14-2010, 06:00 PM
The debate turned on the question of whether the Assembly of Governors was more like the shareholders of a corporation, or the Board of Directors. This goes to the question of who has final say over major decisions. The section on President sets out a view of the dividing line between the power of the governors, and the power of the Executive. Some want the governors to make all major policy and administrative decisions. Others say the assembly elects the executive which conducts the operations of the CFC, referring to the Governors only on major strategic issues such as acquisitions and divestitures, major capital investments, etc..

Is this summary generally satisfactory?

Bob