6d. Officer + Committee Reports - NFP Act Transition Committee

[Michael von Keitz]

Please find the report from the committee attached. The framework proposed will be up for discussion and ratification at this meeting. Should this vote be successful, by satisfying a two-thirds majority, the Constitution and By-Laws will be redrafted between January and April. At the April Quarterly Meeting, a vote would then take place on the question of adopting the new Constitution and By-Laws. Ballots on the question of ratification will not remain sealed.

[Christopher Mallon]

Very little of what is recommended here is actually required to transition to the new NFP rules. So I question why it is being recommended?

[Pierre Dénommée]

I concur. The proposed structure could have been adopted years ago.

Very little of what is recommended here is actually required to transition to the new NFP rules. So I question why it is being recommended?

[Gordon Ritchie]

As I would hope the report makes clear, the mandate was to take the opportunity of the transition to NFP status to review the overall governance of the CFC and recommend improvements. True, the proposed structure could have, and perhaps should have, been adopted years ago but it was not.

[Christopher Mallon]

The problem is the only justification presented for the changes is to meet the requirements of the NFP act. If the proposed changes are worthwhile, let them stand on their own merits rather than trying to "omnibus" them in with something else.

What is the minimum we have to do to comply with the new Act? THAT should have been the main result of this committee.

[Pierre Dénommée]

The only thing I truly like in this report is the separation of Chess activities from operations. Both requires different skills and are best suited to different persons.

I concur, unless you read the Act, you will never differentiate what is a required change from what is a change wanted by the Committee.

The worst shortcoming of this report is the failure to verify if the current membership structure is compatible with the new CRA interpretations.

Furthermore, we could in full legality transform the current Governors into Directors and continue to do business as usual.

The problem is the only justification presented for the changes is to meet the requirements of the NFP act. If the proposed changes are worthwhile, let them stand on their own merits rather than trying to "omnibus" them in with something else.

What is the minimum we have to do to comply with the new Act? THAT should have been the main result of this committee.

[Bob Gillanders]

I have a few questions for the committee:

The proposal calls for the Members’ representatives (Governors) to meet on an annual basis to elect the Board of Directors. Will each voting members’ representative get 9 votes for the Board? Will the Board of Directors be selected exclusively from the Members’ Representatives? If so, does that include non-voting Members’ representatives?

Your proposal calls for the Board of Directors to meet on a quarterly basis. Will those meetings be in private or in a public forum similar to our current Governors’ meetings?

Does this proposal effectively move the responsibility for voting on motions from the former Governors to the new Board of Directors?

Please do not construe these questions as criticism. In recent years we have seen lots of discussion around these issues, and I am quite surprised that this thread has not generated more heated discussion. Better to discuss it early on to avoid surprises later.

Many thanks to committee for tackling the move to the new NFP in a timely fashion and not waiting until the eleventh hour.

[Gordon Ritchie]

Bob
Some of the details will be worked out in the legal text to follow if the report is approved. My thoughts on your points are as follows:
1) election of Members' Reps---I would suggest each member be entitled to vote for nine candidates with the highest scoring being elected. We could open up nominations so that non-members may be proposed,
2) quarterly meetings---that would be for them to decide but I see no reason to change from the current format which has worked reasonably well
3) voting on motions---Yes.
Thanks for your questions.
Gordon Ritchie

[Pierre Dénommée]

Does this proposal effectively move the responsibility for voting on motions from the former Governors to the new Board of Directors?

Yes it does. Under the current Act, the members can exercise the power of the Directors with a unanimous members agreement. It would be ludicrous to believe that all current CFC members could agree on something. It is unlikely that there is any other way to transfer powers between Directors and members.

[Pierre Dénommée]

Please do not construe these questions as criticism. In recent years we have seen lots of discussion around these issues, and I am quite surprised that this thread has not generated more heated discussion. Better to discuss it early on to avoid surprises later.

Maybe we should table this motion to the April meeting. We are in the holiday season and many Governors are likely in vacation.

The Governors Sign-in id too low for a 2/3 motion ratification.