There are many misconceptions in the Governors' thread.

Under the new Laws, voting members elects the Boards of Directors but they have no authority whatsoever on the way the CFC is ran by the Directors. They cannot invalidate any decision of the Board of Directors but they may remove from office any Director or the board as a whole. The newly elected director would then have to rescind or reconsidered the motions of the previous Directors and if they fail to do so, the only option of the members is to dismiss them. Members can also belong to committees of members which are barely mentioned in the Act. It is the only way that they could actively participate in the decision making process. An unanimous members agreement is not realist for the CFC, we rarely agree unanimously on anything. Unfortunately, by default, members, even non-voting members, have voting rights of fundamentals issues affecting the CFC. Those voting right has been considered abusive by many organisations which have downgraded their members to the Registered Participant status.

Directors administrate the CFC as set in the NFP Act, the Articles of incorporation and the By-Laws. The board can create Committees of Directors, including an Executive Committee. It is now considered poor Governance to create an Executive because all the Directors are responsible for the action of the Executive even if they were unaware of the actions taken by the Executive. If the President can take alone whatever action he deems appropriate, the entire board could pay the price of his error. A few Directors can be appointed by the Board of Directors after the election by the members, but not more then one third of the number Directors that have been elected at the previous AGM. This enable the CFC to keep a few Life Govenors on the Board of Director without electing them. Ex-officio Directors are illegal. Directors term could be staggered in order to avoid voting for all positions at every year.

Officers are appointed by the Directors, which means that members will no longer be allowed to vote for the President, this is a huge change (an attorney has claimed that we can still do it despite the Law) . At least two Directors must not be CFC Officers or employee of the CFC or of its Provincial Affiliate. Officers do not need to be Directors, they could even be non-members unless we forbid it.

Our current By-Laws must be separated in two documents: The Articles of Incorporation and the By-Laws. The first having a more official status because IC has a copy. The Articles of Incorporation are considered as limiting the power of the Board of Directors, the By-Laws are not. 124. Subject to this Act, the articles and any unanimous member agreement, the directors shall manage or supervise the management of the activities and affairs of a corporation..

The tricky part is to write the Articles so that the members has some authority through members' Committees while the board has enough latitude to administer the CFC.