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

[Bob Armstrong]

CFC Transition to the Not-For-Profit Corporations Act

I have read the report, and it is interesting, and radical.

But the concern I have is not so much that ( though I am concerned ). I feel that the process here has been wrong, as has already been pointed out in prior posts here by other governors, and specifically Chris' motion proposed ( not sure if Pierre has yet seconded it ) to ask for the additional " minimum changes " report.

I would like to suggest that a different “ process “ be followed ( and maybe it is an alternative to Chris' motion, or maybe it seeks the same thing ):

1. This motion/report of the Committee be tabled to the 2013 Spring ( April ) Meeting;
2. The Committee be requested to draft a new CFC Constitution that keeps all current aspects of CFC, including all governance, except what has to be changed for CFC to comply with the new Act, and that it bring a motion to the Spring Meeting that the new Constitution be adopted. Note that this will require a 2/3 majority.
3. If this motion # 1 passes, then the tabled motion # 2 is brought on, that will seek to amend the newly adopted Constitution in the radical way the Committee is proposing. We can then vote on this motion. If it fails, we will still have a new Constitution, properly adopted, with which to make application under the Act.
4. If this motion # 1 fails ( the status quo is not wanted ), then the tabled motion # 2 is brought on, to make a second attempt to get a Constitution supported by 2/3 of the Governors. Should it also fail, then the Committee will have to go back to the drafting board, canvas the governors on what is wanted, and try to draft a new third version consensus Constitution, that will have some chance of passing.

This in no way is a criticism of the work of the Committee – they took the mandate given to them, and have come up with a proposal obviously supported by the Committee as a whole, or at least by a majority of the Committee. They have clearly identified a number of key issues, and made concrete change proposals about them.

I would ask that governors post whether this new “ Process “ is considered preferable to the one we are currently going to use.

If a motion is needed to change the process, and Chris' does not quite do it, then could the Chair give some guidance on what would be required, and I would be pleased to bring whatever motion would be considered necessary, or alternatively Chris could amend his motion accordingly.

Bob A

[Christopher Mallon]

How about this (mostly from Bob's post):

I move that:

1. This motion/report of the Committee be tabled to the 2013 Spring ( April ) Meeting;
2. The Committee be requested to draft a list of changes to the CFC Constitution that keeps all current aspects of the CFC, including all governance, except what has to be changed for the CFC to comply with the new Act, and that it bring a motion to the Spring Meeting that the new Constitution be adopted. This list of changes must be presented to the Governors no later than March 18th, 2013.
3. The changes proposed in this initial report will be considered after the CFC Constitution has been made compliant with the new NFP Act

This means that the changes proposed here will have to stand/fall on their own merits, and the legalities are properly taken care of on their own.

Bob, Pierre, anyone else want to second?

[Bob Armstrong]

Hi Chris:

I quite happily second - good job integrating our goals into one motion.

Bob A

[Garvin Nunes]

I have several points to make. The first regarding the question by Bob Gillanders (on selection of the board of directors) and the response by Gordon Ritchie. The second is with regard to a question Hal Bond asked in the past about keeping certain executive positions. I then put forward a few general considerations for everyone's thoughts.

(The Bob Gillanders Question)
Bob Gillanders asked basically how the 9 board of directors were going to be picked. So for example will each "member representative" submit 9 names? Or on the other hand will each member representative be getting 9 votes to be put towards an existing panel of candidates...In either case I'd like to see the nomination process spelled out in detail. Otherwise how would it be responsible to support these changes?

(The Hal Bond Question)
Hal Bond previously asked if current executive positions like Fide Rep were going to exist in the new system. I would also like to know if the secretary is going to exist as a position as well.

A good reason to have a secretary (for example) elected or appointed right at each AGM, rather than have the president appoint helpers after the fact, is that then we know a job with a lot of work and responsibility is committed to up front. I have a feeling that if this isnt done you could end up with a president keeping all the current roles plus the duties of secretary added on. (And even if he gets on the job of picking helpers, the president in the new system will suddenly have the "responsibility" over all those duties of the helper heaped on his own shoulders).

(General Considerations)
I am not sure if it is the intention of the current executive to offer us a package of big changes to the CFC constitution and then we do an up or down vote on it; but, I think that is a path that would lead to many problems.

I think its important we work out the details (for questions such as I've mentioned here) now as opposed to doing an up or down vote on an existing proposal in the spring. Because even if we are not in conformity with federal standards it will be best to vote down such a proposal if there are is even a couple of things a governor is not sure about.

I guess what I'm saying is its better we face whatever difficulties right now during this meeting rather than what basically amounts to kicking the can down the road and hoping the governors will accept a package deal with more time pressure on them. My feeling is we would risk missing the 2014 deadline for conformity if we go about things that way.

[Christopher Mallon]

I guess what I'm saying is its better we face whatever difficulties right now during this meeting rather than what basically amounts to kicking the can down the road and hoping the governors will accept a package deal with more time pressure on them. My feeling is we would risk missing the 2014 deadline for conformity if we go about things that way.

The meeting is almost over and still many concerns with this motion need addressing. If proposal to table it and develop a two-stage plan fail, the best option is still to vote it down.

[Pierre Dénommée]

I second it.

There are also very important questions to ask to the CRA before proceeding. The first involve the our Tax Exempt status and the second the legitimacy of our RCAA attempt.

How about this (mostly from Bob's post):

I move that:

1. This motion/report of the Committee be tabled to the 2013 Spring ( April ) Meeting;
2. The Committee be requested to draft a list of changes to the CFC Constitution that keeps all current aspects of the CFC, including all governance, except what has to be changed for the CFC to comply with the new Act, and that it bring a motion to the Spring Meeting that the new Constitution be adopted. This list of changes must be presented to the Governors no later than March 18th, 2013.
3. The changes proposed in this initial report will be considered after the CFC Constitution has been made compliant with the new NFP Act

This means that the changes proposed here will have to stand/fall on their own merits, and the legalities are properly taken care of on their own.

Bob, Pierre, anyone else want to second?

[Pierre Dénommée]

You pointed out a very serious problem in the Committee report. There is no permanent structure to the CFC. Everything can be changed by either the vote of the Directors or even the will of a single person. As I stated before, at least NAC, TODCP and ethics Committees should be permanent. FIDE Rep is a too important position, required by FIDE, to be not permanent. There is nothing in the current structure that would prevent a Director who should go to Ethics Committee from moving a motion to dissolve the Committee.

I have several points to make. The first regarding the question by Bob Gillanders (on selection of the board of directors) and the response by Gordon Ritchie. The second is with regard to a question Hal Bond asked in the past about keeping certain executive positions. I then put forward a few general considerations for everyone's thoughts.

(The Bob Gillanders Question)
Bob Gillanders asked basically how the 9 board of directors were going to be picked. So for example will each "member representative" submit 9 names? Or on the other hand will each member representative be getting 9 votes to be put towards an existing panel of candidates...In either case I'd like to see the nomination process spelled out in detail. Otherwise how would it be responsible to support these changes?

(The Hal Bond Question)
Hal Bond previously asked if current executive positions like Fide Rep were going to exist in the new system. I would also like to know if the secretary is going to exist as a position as well.

A good reason to have a secretary (for example) elected or appointed right at each AGM, rather than have the president appoint helpers after the fact, is that then we know a job with a lot of work and responsibility is committed to up front. I have a feeling that if this isnt done you could end up with a president keeping all the current roles plus the duties of secretary added on. (And even if he gets on the job of picking helpers, the president in the new system will suddenly have the "responsibility" over all those duties of the helper heaped on his own shoulders).

(General Considerations)
I am not sure if it is the intention of the current executive to offer us a package of big changes to the CFC constitution and then we do an up or down vote on it; but, I think that is a path that would lead to many problems.

I think its important we work out the details (for questions such as I've mentioned here) now as opposed to doing an up or down vote on an existing proposal in the spring. Because even if we are not in conformity with federal standards it will be best to vote down such a proposal if there are is even a couple of things a governor is not sure about.

I guess what I'm saying is its better we face whatever difficulties right now during this meeting rather than what basically amounts to kicking the can down the road and hoping the governors will accept a package deal with more time pressure on them. My feeling is we would risk missing the 2014 deadline for conformity if we go about things that way.

[Les Bunning]

The report of the NFP transition committee of which I was a member came to the conclusion that the operations of the CFC executive should be streamlined by giving more authority to the Board of Directors to run the organisation and make changes. The governors would elect the Directors and could therefore influence how the CFC operates. If decisions of the Board of Directors are unsatisfactory to the Governors then new Directors can be elected at the next annual meeting. The Governors therefore have a choice, they can choose to be less involved with day to day decisions or they can retain the present structure.
I appreciate that governors like to be involved in any decision making process but in my view the present structure has not served the CFC that well in recent years. We have lost large amounts of money. We no longer have a printed magazine. We were forced to sell our permanent headquarters. Our business operations have been outsourced which may or may not cause us problems in the future. Any changes to our rules no matter how minor or obvious are protracted and time consuming.
There is no guarantee that the proposed changes would cure all of our problems but there is a good chance that it will resolve some of them by introducing a more streamlined process for making changes. Governors wishing to become more involved have the choice of seeking election to the board of Directors. One of the criticisms of the report concerns the wording 'the president may appoint officers with the approval of the board' it was not intended to give the President dictatorial powers by not appointing officers. If the report is accepted I will modify the wording in the proposed constitution to give the power to appoint officers to the Board of Directors. It is expected that most of the officers such as Fide rep. and secretary wil be members of the board of directors.
Les Bunning

[Gordon Ritchie]

We have no choice tut to amend our Constitution to bring our governance into compliance with the NFP provisions.
The mandate given the committee was to make proposals to achieve this while improving the overall governance of the CFC.
If governors believe, as apparently does Chris, that our CFC governance is just fine as it is, they should vote against acceptance of the report. If they believe that our governance is flawed and should be improved, they should consider supporting the committee report.
In either event, the next step will be to draft the legal language to implement the will of the governors. If the report is rejected, that will be the bare minimum required for compliance. If the report is accepted, the drafting will reflect the proposed improvements and address the specific questions raised in this discussion.
I do not believe that simply kicking the issue further down the road is a realistic or responsible option.

[Félix Dumont]

I'm not qualified to comment the legal side of the motion. However, I like general idea and would probably support it. I have the impression that there are too many people involved in decisions at this time, and that it slows down pretty much everything. I would not mind giving more power to the executive,as long as it is composed of enough members.