Power Division in the CFC

[Bob Armstrong]

The CFC Handbook asserts that the Governors run the CFC:

BY-LAW NUMBER TWO OF THE CHESS FEDERATION OF CANADA

7. POWERS OF THE ASSEMBLY OF GOVERNORS

The Assembly shall have plenary powers to exercise in the name of the Federation all powers that the Federation has accorded to it by its Constitution and the Canada Corporations Act (Part II).

and

RULES AND REGULATIONS OF THE CHESS FEDERATION OF CANADA

GENERAL POWERS OF THE ASSEMBLY

16. The Assembly shall have plenary power to exercise in the name of the Federation all the powers of the Federation as set forth in its Constitution; it shall have full control over the affairs of the Federation. Any power conferred by the By-Laws upon any Governor or Governors may also be exercised by the Assembly.


Also, when it comes to the role of the President is says among other things:

BY-LAW NUMBER THREE OF THE CHESS FEDERATION OF CANADA

DUTIES OF OFFICERS

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.

......................

What power is being attributed to the President by the section in bold above?

Does the section 4 purport to give the President power that would go against the statement of powers of the Governors in Bylaw # 2, section 7 and s. 16 of the Regulations above?

Do we have an inconsistency or ambiguity in our Handbook on the division of power between the Governors and the President?

Bob

[Pierre Dénommée]

As can be seen at http://www.ic.gc.ca/eic/site/cd-dgc....h_cs02148.html , all constitutional changes must be sent to the minister before becoming valid.

The by-laws of the corporation not embodied in the Letters Patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the by-law at a meeting of members duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

Last time that I have inquired, I have been told that it has not been done for a very long time.

[Bob Armstrong]

Hi Pierre:

This is a troubling section - I don't know what arrangement, if any, CFC has with its pro bono lawyer, Les Bunning, re submitting CFC " constitutional " amendments to the Minister of Industry for Canada. It would seem, if CFC has not been doing this, that he has left this administrative task to the CFC Executive. And that the CFC Executive have not delegated this file to any particular member of the Executive to deal with.

As a legal matter, CFC has a rather strange legal set-up. Since the Governors run the CFC, one would expect them to therefore be the legal Board of Directors of the Corporation. This is not so. For convenience, I believe, the letters patent of the Corporation, name the Executive Committee as the Board of Directors ( fewer filings to make everytime the governors would change - 60 of them currently ).

And therefore, legally, what are the Governors? Well, the CFC does have " members ". And the federal statute says of Board of Director by-law amendments:

" and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the by-law at a meeting of members duly called for the purpose of considering the said by-law ".

One would initially think that " Members " here would refer to the ordinary CFC members. But under the CFC governance structure, members do NOT have a vote at any meetings of the CFC, except to elect the CFC Governors annually. All other matters are determined by a vote of the Governors only. So it is my view, that legally, the Governors fill the role of " members " for the purposes of the federal statute. And it is true, that governors do require a 2/3 majority re their " constitutional " amendments.

It should be noted that the statute assumes the Board of Dirctors first pass the constitutional amendment, and then it is " sanctioned " by the membership. In the case of the CFC, the Executive Committee ( the Board of Directors ) never pass a constitutional amendment. The motion is always passed by the Governors ( the members ). However, I would not expect this would create any legal problem with the Minister.

Pierre, I woud think you need to draw this section to the attention of the President ( and he doesn't monitor this discussion board ). So I think you will have to e-mail your concerns to Eric, and I'd suggest you copy all the Executive, and Les Bunning, Life Governor and CFC pro bono lawyer. You might want to include my legal interpretation here of the CFC governance structure.

Thanks for drawing this to everyone's attention. Seems like we are neglecting a legal corporate task.

Bob