15. Membership Equivalents Motion 2012-C

[Fred McKim]

Actually, junior memberships probably require more work on the part of everybody than adult memberships. So the idea of reducing the number of governors, doesn't really make much sense. Going to 75 members is too big a jump, it probably should be 55 or 60 members for a governor.

[Halldor P. Palsson]

I think this motion is more than a little fishy.

1) The weights of the membership classes were proportional to fees paid when the CFC was incorporated in the first place and passed muster when we were registered. Vote has to be equal or proportionate to consideration paid to participate when you have classes.

2) Persons under age 18 cannot vote or hold office in the CFC or any other corp in Canada. We are bootstraping and assigning voting weights to them that are disproportionate (about a factor of two) to fees paid to the CFC by ordinary members. I know of no basis for doing so under the statute we are incorporated under and nothing is articulated to help us in this regard by the movers of this motion.

My conclusion is that this is badly thought out and may even be beyond our mandate under the law.

[Bob Gillanders]

The weights of the membership classes were proportional to fees paid when the CFC was incorporated in the first place and passed muster when we were registered. Vote has to be equal or proportionate to consideration paid to participate when you have classes.

Excellent point. If the juniors want equal weight, they should pay equal dues.

[Bob Armstrong]

I brought a motion that the junior membership be abolished. There was virulent governor reaction against the motion, and so the mover/seconder withdrew it. So the governors do NOT want to eliminate the junior membership discount.

So I think this issue of $$ is a red herring.

The issue is whether CFC should give the provinces the benefit of equal weight for junior memberships, in the determining of Provincial CFC Governor entitlement.

I see no problem with this, and it would encourage Provincial Affiliates to work with their provincial organizers to sell more CFC junior memberships.

Finally, Halldor refers to statute law maybe being a problem. In correspondence with my seconder, Michael von Keitz, the has referred to the Canada Business Corporations Act to bolster his arguments. That Act, as far as I can tell, does not apply to the CFC:

The Canada Business Corporations Act

Application of Act

3. (1) This Act applies to every corporation incorporated and every body corporate continued as a corporation under this Act that has not been discontinued under this Act.

(2) [Repealed, 1991, c. 45, s. 551]

Certain Acts do not apply

(3) The following do not apply to a corporation:

(a) the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970;

(a.1) the Canada Not-for-profit Corporations Act;



Here is the support for my interpretation that Halldor is referring to the wrong Canada Statute, in the Canada Gazette, Vol. 145, No. 9 — February 26, 2011 :

Issue: Currently, Part II of the Canada Corporations Act (CCA) regulates federal not-for-profit corporations, but it has not changed substantially since 1917. As a result, it is antiquated and lacks modern corporate governance rules. Bill C-4, An Act respecting not-for-profit corporations and certain other corporations, which received Royal Assent on June 23, 2009, creates the Canada Not-for-profit Corporations Act (NFP Act) to replace the CCA. The new NFP Act provides the not-for-profit sector with rules to support sound governance, and clarify the roles and responsibilities of directors, members, officers and other interested parties.

CFC is a federal non-profit corporation, and only the Can. NFP Act determines what is or is not within the mandate of federal non-profits.

Bob A

[Valer Eugen Demian]

Excellent point. If the juniors want equal weight, they should pay equal dues.

Non-profit organizations usually choose different level of membership in order to fill up their ranks; regardless of the level, each member who paid their dues (could be of different dollar value for reasons such as: age, material situation, specific considerations, etc) has the same weight as any other one!

Is there anywhere in the CFC Rules book an article forbidding junior members to vote?

[Christopher Mallon]

I see that voting is now open on this motion. I strongly urge all Governors to vote NO on this motion, which is just a thinly veiled attempt to reduce the number of Governors elected by the provinces.

[Bob Gillanders]

Is there anywhere in the CFC Rules book an article forbidding junior members to vote?

I don't know, but I will assume not.
A governor should get a vote, whatever their age.

[Christopher Mallon]

In the past we have forbidden Governors from being under 18. This has happened twice that I know of, once when the Closed runner-up was a junior.

[Bob Armstrong]

Hi Chris:

The role of the governor is different from that of a member.

There is no reason we cannot demand that our governing body be made up of adults [ 18 & over ] ( which we have ), but that we do give all members, including children, a vote for a governor ( which it seems we have, from my reading of the Handbook so far ).

Bob A

[Fred McKim]

Hi Chris:

The role of the governor is different from that of a member.

There is no reason we cannot demand that our governing body be made up of adults [ 18 & over ] ( which we have ), but that we do give all members, including children, a vote for a governor ( which it seems we have, from my reading of the Handbook so far ).

Bob A

As far as I know, each province is responsible for determining their Governors and would have their own set of rules.