Straw Poll on Minimal Set of Bylaws required to comply with new NFP Act
A by-law relating generally to the conduct
of the affairs of
Chess Federation of Canada
(the "Corporation")
BE IT ENACTED as a by-law of the Corporation as follows:
Definition
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
"board" means the board of directors of the Corporation and "director" means a member of the board;
"by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
"meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
"proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
Interpretation
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.
Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
Financial Year
The financial year end of the Corporation shall be April 30 in each year.
Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
Borrowing Powers
The directors of the Corporation may, without authorization of the members,
borrow money on the credit of the corporation;
issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
give a guarantee on behalf and
mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
Membership Conditions
Subject to the articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:
Class A Members
Class A voting membership shall be available only to individuals who have applied and have been accepted for Class A voting membership in the Corporation.
The term of membership of a Class A voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
As set out in the articles, each Class A voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one (1) vote at such meetings.
Class B Members
Class B non-voting membership shall be available only to individuals who have applied and have been accepted for Class B non-voting membership in the Corporation.
The term of membership of a Class B non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
Subject to the Act and the articles, a Class B non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
Membership Transferability
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
Membership Dues
Members may by checking the Chess Federation of Canada website know when their membership expires and will also be able to check the dues payable which are a combination of provincial association dues and Chess Federation of Canada dues and, if any are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation.
Termination of Membership
A membership in the Corporation is terminated when:
the member dies or resigns;
the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
the member's term of membership expires; or
the Corporation is liquidated and dissolved under the Act.
Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
Proposals Nominating Directors at Annual Members' Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 1% of members entitled to vote at the meeting at which the proposal is to be presented.
Cost of Publishing Proposals for Annual Members' Meetings
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
Place of Members' Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
Persons Entitled to be Present at Members' Meetings
Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.
Chair of Members' Meetings
In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
Quorum at Members' Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 25 percent of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
Votes to Govern at Members' Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
Participation by Electronic Means at Members' Meetings
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
Members' Meeting Held Entirely by Electronic Means
If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.
Term of Office of Directors
The directors shall be elected to hold office for a term expiring not later than the close of the next annual meeting of members following the election.
Calling of Meetings of Board of Directors
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.
Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 1 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
Committees of the Board of Directors
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
Appointment of Officers
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
Description of Offices
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 Executive.
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).
VICE-PRESIDENT
5.The Vice-President shall assist the President in the discharge of his duties whenever requested by the President. He shall perform the duties of the President whenever the President is unable to perform them owing to his absence from Canada, or his absence from any Province of Canada where at the time such duties must necessarily or can most conveniently be performed, or to illness or other temporary incapacity.
The Vice-President may also act in the place or stead of the President when specifically delegated to so act by the President; provided, that any delegation of authority by the President to him shall specify the matter to which his authority is delegated, and in the absence of such specifications the Vice-President shall be deemed to be assisting the President only, and not acting in his place.
Whenever the Vice-President is delegated by the President to act in his place and stead as to any specified matter, the Vice-President shall possess and may exercise all the powers of the President. Any delegation of the President, to the Vice-President may be revoked by the President at any time.
SECRETARY
6. The Secretary shall have the custody of, and be responsible for the safekeeping of all books, records, correspondence and other documents pertaining to the affairs of the Federation, other than those required to be kept by the Treasurer. He shall perform those duties incidental to the offices of a recording Secretary, a corresponding Secretary and a general Secretary. Without limiting the generality of the foregoing, the Secretary shall:
a) Whenever possible be present at meetings of the Class A voting members and the Board of Directors and record the Minutes thereof;
b) After the Minutes have been corrected and certified by the Chairman, have the same typewritten, and inserted in the Minute Book;
c) Preserve the original Minutes as transcribed by the Secretary, and as corrected and certified, in a separate file;
d) Conduct all routine correspondence on behalf of the Federation;
e) Refer any matter arising from any correspondence and which requires the consideration of the Assembly of Governors, or of the Board of Directors, or of the President, to the President;
f) Refer any matter arising from correspondence and which requires the consideration of any other Officer, or Committee, to such Officer or Committee;
g) Conduct correspondence with members of the general public generally, pertaining to membership in the Federation;
h) Accumulate, file or record all information which comes to his knowledge through persons or Officers of any Club, or other Organization, or through any publication, which might be of interest to chess players generally;
i) File or record any letter or information at the request of any Governor;
j) Furnish information to the press in his discretion on matters of fact; provided however, that the Secretary shall not give out any information on a matter which has to go before the Assembly, without the consent of the Assembly, or on any matter which involves the opinion or policy of the Federation, without the consent of the President.
7. The Secretary shall perform any other duties in connection with his office, whenever requested by the Assembly of Governors or the Board of Directors.
TREASURER
8A. The Treasurer shall keep the general books of the account of the Federation, in which shall be recorded all receipts and disbursements. He shall have the custody of such books of account and all bank books, cancelled cheques, vouchers, statements, and other documents pertaining to the general bank account or bank accounts of the Federation, other than banking resolutions touching the authority of signing officers, which shall be entered in the Minute Book, and retained by the Secretary.
The Treasurer shall, from time to time, as may be requested by the President, furnish him with such information as to the financial affairs of the Federation, as he may desire.
Annually, as of the last day of the fiscal year, the Treasurer shall close the accounts, and shall prepare a Financial Statement of the Affairs of the Federation as at that date, showing all receipts and disbursements, under such groupings and classifications as he may deem desirable, together with a Balance Sheet showing the assets and liabilities of the Federation as of that date, and shall file a copy of these statements with the Secretary, over his signature.
The Treasurer shall file a copy of these statements also with the Auditor to the Federation, and shall submit for his examination, such books and records as the Auditor may require to effect an appropriate examination, and issue a Certificate in connection therewith.
YOUTH COORDINATOR
8B. The Youth Coordinator will be responsible for coordinating our participation in the World Junior Championship, the World Girls Championship, the WYCC, the Pan-American Junior and Youth Championships, The North American Junior and Youth Championships, the World Youth Chess Olympiad, and any other FIDE-related junior tournaments. The Youth Coordinator will be responsible for finding organizers for the Canadian Junior Championship and the Canadian Youth Chess Championships, and for assisting the Provincial Junior Coordinators in finding organizers for the Youth Chess Championships, and any Regional Qualifier Youth Chess Championships. [see Motion 2010-16]
PUBLIC RELATIONS COORDINATOR
8D. The Public Relations Coordinator will be responsible for promoting the image of the CFC and for promoting chess generally to the public. As such the Public Relations Coordinator will, among other things:
work with chess clubs and organizers across Canada to raise the profile of the CFC and chess generally;
work with the editor of the Canadian Chess News E-newsletter to develop content that is club specific;
work with the Canadian Chess News editor to and celebrity chess commentators to develop paid content that raises the profile of the e-newsletter and the CFC and chess generally;
deal with mainstream media to promote significant chess news, such as Canadian Chess Champions, a new Canadian GM, major tournaments like the Canadian Closed, Canadian Open, Women's Closed, CYCC, etc. and the various benefits accruing from playing chess and other positive aspects of the chess culture. [see Motion 2010-17]
FIDE REPRESENTATIVE
8F. The FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive, and shall:
i) be the official liason between the Chess Federation of Canada and FIDE;
ii) be the FIDE Zone President for Canada;
iii) deal with matters relating to the FIDE Americas Continent;
iv) if funding is available, at minimum, attend the annual FIDE Congresses;
v) work with the Public Relations Coordinator in dealing with mainstream media on chess promotion as it relates to FIDE issues. [see Motion 2010-16]
Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
the officer's successor being appointed,
the officer's resignation,
such officer ceasing to be a director (if a necessary qualification of appointment) or
such officer's death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
Invalidity of any Provisions of this By-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
By-laws and Effective Date
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.
