A technical issue has arisen regarding the procedures for non-AGM quarterly Govenorrs' On-line Meetings. It is whether a quorum is required for a constitutional amendment, in addition to getting an enhanced majority of 2/3 of the votes present. The quorum means that 50% of the voters have to show up, or the motion fails.

It is my position, as drafter of the meeting procedures, that it was intended that the on-line meeting be treated like an AGM for the purposes of a constitutional amendment - ie. no quorum required.

Unfortunately, s. 5 of the procedures introduces an ambiguity into this issue and implies a quorum might be required. This was inadvertantly put into the procedures and ought not to be there.

So today I have launched a motion to delete the offending phrase from the procedures. Here is my motion:

Motion – On-line Meeting Procedures Amendment to s. 5 – Constitutional Amendments
October 14, 2010

Moved: Bob Armstrong; Seconded: Michael von Keitz

- that SECTION 2 –Rules and Regulations, Article One, section 22A – Procedures for Governors’ On-Line Meetings, s. 5, :

be amended by deleting the words: “, and 50% quorum for non-AGM constitutional amendments “.

Commentary:

The on-line meeting procedures intended that the quarterly non-AGM governors’ on-line meetings have no quorum requirement for constitutional amendments, the same way previously there was no such requirement for the AGM.

Bylaw 3, s.3 now states ( amendments in bold ):

BY-LAW NUMBER THREE OF THE CHESS FEDERATION OF CANADA

ANNUAL MEETING AND AMENDMENTS TO THE CONSTITUTION
1.

2.

3. Any amendment or revision of these By-Laws; any matter pertaining to any international agreement between the Federation and any international or foreign Chess Federation or Association; and any matter pertaining to the payment of dues to the Fédération International des Echecs may be made,

(a) at any Annual Meeting or Governors’ On-line Meeting of the Assembly, providing that a notice of intention to submit such matter to a vote has been received by the Secretary at least 30 days prior to the date of such Annual Meeting or Governors’ On-line Meeting and has been transmitted by the Secretary to each Governor at least 14 days prior to the date of such Annual Meeting or Governors’ On-line Meeting and that any resolution pertaining to such matter shall be approved by at least a two-thirds majority of the votes of those present and entitled to vote, including proxy votes.

(b) at any time through a mail vote of Assembly, providing that the exact wording of such proposed amendments or revision, or of the resolution to be passed by the Board through mail vote is submitted to each Governor at least fourteen days before the expiry of the time limit specified by the President for the receipt of the votes by the Secretary, and that at least one-half of the number of votes eligible to be cast has been received by the Secretary, and there is a majority of at least two-thirds of the votes cast in favour of the proposed amendment or revision or resolution.

Abstentions shall not be included in determining whether a two-thirds majority has been attained in (a) or (b) above provided only that the number of votes cast in favour must exceed the sum of the number of votes cast against and of the number of abstentions cast.

However, inadvertently, the procedures themselves under the Rules and Regulations, introduced an ambiguity on this issue.

They state in Section 2 of the Handbook, s. 22A,:

5. Vote Results

As soon after the close of voting on motions as possible, the Posting Secretary will post the results of all motions, giving the names of governors and their vote, and confirm whether the motion passed or failed ( e.g. whether constitutional amendments achieved the 2/3 majority needed, and 50% quorum for non-AGM constitutional amendments ), on the Governors’ Discussion Board and the members’ CFC Chess Forum.

In fact, no reference should have been made to any motions requiring “ 50% quorum for non-AGM constitutional amendments “ because there are to be no such motions in a non-AGM on-line meeting. Thus the phrase “, and 50% quorum for non-AGM constitutional amendments “ is being deleted, to remove the ambiguity.

Please post if you have any comments on this issue.

Bob