30. Motion 2011-E - DISCUSSION

[Lyle Craver]

Motion 2011- E - No Proxy for Governors’ On-line Meetings

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 ). "

NOTICE TO GOVERNORS: As a Constitutional Amendment motion this is subject to the Handbook requirements for Constitutional Amendments and takes effect if passed at the close of this meeting

[Bob Armstrong]

Armstrong/McKim Commentary in Favour of Motion 2011-E:

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

[Bob Armstrong]

Motion 2011- E - No Proxy for Governors’ On-line Meetings

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 ). "

NOTICE TO GOVERNORS: As a Constitutional Amendment motion this is subject to the Handbook requirements for Constitutional Amendments and takes effect if passed at the close of this meeting

NOT a Constitutional Amendment Motion

It is my submission to the Chair and Secretary that the note attached to this motion, declaring that it is a " Constitutional Amendment " is wrong, and must be deleted.

Bylaw 3, s.3 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;

Motion 2011-E does NOT seek to amend any of CFC Bylaws 1, 2, nor 3. It seeks to amend only the Meeting Procedures. These are not contained in the Bylaws, but rather in the Section setting out " Rules and Regulations ":

CFC Handbook SECTION 2 – Rules and Regulations, Article One, section 22A – Procedures for Governors’ On-Line Meetings.

Therefore this Motion 2011-E is NOT a " Constitutional Amendment ", and can be passed by a simple majority - it does not have to meet any of the higher criteria standards for a constitutional amendment.

Bob

[Lyle Craver]

I'm generally in favor of this one since most Governors have online access, and most communities have public machines in their public libraries which would accomodate those who don't.

I'm NOT in favor of extending this to AGMs at this point as we are discussing changes and it's not yet clear what these shall be. So until we do it's best not to make too many changes.

[Bob Gillanders]

IMHO, this one is a no brainer. Simply put, we keep proxy votes for the AGM in July, but no proxy votes for the other quarterly online meetings in October, January, and April. Everyone has access to a computer (with a little effort), so there is no need for proxies for online meetings.

IMHO, this is a constitutional item due to the nature of it (ie. amending voting rights) irregardless of where it is in the handbook or whatever other legal arguments you may present. Thank God I am not a lawyer, and I have no interest in debating this!

Can we please pass this no brainer by a wide margin and avoid the whole debate whether it is constitutional or not.

[Christopher Mallon]

No brainer yes, and I hope one day we can do away with AGM proxies as well, once the AGM is at least partially held online or with online access.

[Francisco Cabanas]

While I agree with the spirit of this motion, proxies have no place in an online meeting, the wording is far too restrictive. I propose the following as an amendment:

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 a meeting of the governors that is conducted entirely online and over the Internet. – this is directed, beyond generally, at Bylaw # 3, s. 3 ( a ). “

The argument here is that the President may in the future call a special meeting online to deal with a particularly controversial issue, so we would have the situation where proxies were allowed in that very controversial issue where the potential of abuse was greatest. Also what happens if we decide to change the frequency of our online meetings at a future date? This of course would not apply to an AGM that had both in person and online participants.

By the way should my amendment fail I do still support the original motion.

[Bob Armstrong]

Hi Francisco:

For comparision:

Our addition in Motion 2011-E : " Proxies are not applicable to the non-AGM quarterly governors’ on-line meetings – this is directed, beyond generally, at Bylaw # 3, s. 3 ( a ). "

Your proposed amendment substitution : “Proxies are not applicable to a meeting of the governors that is conducted entirely online and over the Internet. – this is directed, beyond generally, at Bylaw # 3, s. 3 ( a ). “

Your argument is that there may be meetings other than just the AGM and " the non-AGM quarterly governors’ on-line meetings ", and the section will not speak to those meetings under the motion amendment.

Seems reasonable to me. If you bring the necessary amending motion, I will vote for it. I note that already, the AGM Modernization Subcommittee is proposing that the Spring 2011 ( April ) Quarterly Meeting, not be on-line, like the first three, but that it be changed to a model like the AGM one - some on-site governors, and the rest attending via internet ( will be a " free " trial run of the proposed modernization of the July AGM from the web corporation selling their conference meeting format ). So you are right that new meetings, and new formats for meetings should be anticipated in the amendment.

Thanks.

Bob

[Francisco Cabanas]

Thanks Bob for your support. I am prepared to present the following motion: That motion 2010-E be amended to read:

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 a meeting of the governors that is conducted entirely online and over the Internet. – this is directed, beyond generally, at Bylaw # 3, s. 3 ( a ). “

[Bob Armstrong]

Hi Francisco:

Your motion seems good. I'll vote for it when it comes up.

You need though to still find a seconder, and then you need to engage Lyle, as meeting Posting Secretary, in creating a new thread for you with the Amending Motion. He has a special way he likes to deal with motions amending a motion on the floor.

Also, I believe Bob G has decided not to use the Board voting format, although he has not yet confirmed this. And I don't know if Chris has yet altered the Board voting format to disengage the " view results " option BEFORE voting, if it is used. I think Bob G wants to vote by e-mail this meeting. You will need to clarify this with Bob G and Lyle.

Bob