Proxies - Not Available at Non-AGM On-line Meetings

An issue has arisen whether Motion 2010-18 implementing the Quarterly Governors' On-line Meeting Procedures ( passed in July at the CFC AGM ), inadvertantly allowed for the possibility of their being proxies for non-AGM on-line meetings. At the CFC AGM, proxies allow a governor who cannot attend to give their vote to someone else to attend the meeting for them and to vote for them. Proxies make no sense for on-line meetings which last a week, and can be attended morning, afternoon, or night. All governors can attend at some point.

In order to clear up any ambiguity, and to make clear there are no proxies, Governor Fred McKim and I have now filed with Lyle Craver, CFC Secretary, the following motion, to be put onto the Winter Quarterly ( Jan. 2011 ) Governors' On-line Meeting agenda:

Motion – No Proxy for Governors’ On-line Meetings

October 24, 2010

Moved: Bob Armstrong; Seconded: Fred McKim

- That Rules and Regulations, s. 21, Proxies, be amended by adding after the words

“21. Any Governor who is unable to be personally present at a meeting of the Assembly may appoint any person to act as his proxy.”

the following sentence:

" Proxies are not applicable to the non-AGM quarterly governors’ on-line meetings – this is directed, beyond generally, at Bylaw # 3, s. 3 ( a ). "

Commentary:

Bylaw # 3, s. 3. currently states:

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.

It refers to the availability of “ proxy votes “.

Proxy votes make no sense at a quarterly governors’ on-line meeting.

We would argue that since proxy votes make no sense at an on-line meeting, " including proxy votes " only means, " if present at the meeting ". It need not be a command that there must be proxy votes available for an on-line meeting.

This interpretation is supported by looking at the section of the Rules and Regulations that authorizes proxies, s. 21.

PROXIES
21. Any Governor who is unable to be personally present at a meeting of the Assembly may appoint any person to act as his proxy. ( emphasis added ).

This makes it clear that proxies are authorized for face-to-face meetings - " unable to be personally present " - " personally " shows that the proxy is where someone cannot physically attend the meeting. Governors do not " physically " attend an on-line meeting, so they cannot be “ unable to be personally present “.

So therefore s. 3(a), when referring to proxies, does not apply them to the on-line meeting. There are no proxies at an on-line meeting.

However, having said that there are no proxy votes in an on-line meeting, we feel it should be made much clearer that that phrase refers only to non-on-line AGM's. We agree it is much better that the wording of the Handbook be clear, than having to rely on some difficult interpretation argument to make a position.

We therefore feel, that for the sake of clarity, s. 21 of the Rules and Regulations should clearly state that the availability of proxies referred to in Bylaw# 3, s. 3 (a ), only applies to an AGM and not to non-AGM quarterly Governors’ On-line Meetings.. Thus we are adding the words :

“" Proxies are not applicable to the non-AGM quarterly governors’ on-line meetings – this is directed, beyond generally, at Bylaw # 3, s. 3 ( a ). "

We feel this sufficiently clarifies the situation, such that reliance on some tortured interpretation of the Handbook is no longer required to assert that there are no proxies at non-AGM on-line meetings.

Bob/Fred