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Thread: 8. POLICY DISCUSSION - Canada Revenue Agency NFP (Not For Profit Regulations)

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    Default 8. POLICY DISCUSSION - Canada Revenue Agency NFP (Not For Profit Regulations)

    Here is the background for new Governors who are approaching this for the first time.

    More than a year ago the Executive were informed of new federal regulations coming into effect in October 2014 concerning federal recognition of Not For Profit organizations. (It should be carefully noted that NFP status is NOT the same as charitable status!)

    The new regulations can be found at (special thanks to Vlad Drkulec for providing the links)
    http://www.ic.gc.ca/eic/site/cd-dgc....h_cs04954.html

    Links to the act and transition guides are on the left.

    If you follow the links you get to the following including a pdf of the regulations:

    http://laws-lois.justice.gc.ca/PDF/SOR-2011-223.pdf

    Previous discussions on the subject can be found at:
    http://www.chesscanada.info/forum/sh...vernance-Rules

    http://www.chesscanada.info/forum/sh...mmittee-Report (Note that the link to the previous NFP Act committee is attached to the first message in this thread)

    The Governors in the January 2013 quarterly meeting decided not to support the framework proposed by the committee. Given the CFC loses its NFP status if we do not adopt constitutional changes that would comply with the new Act, we have a need to do something but what specifically?

    I have been asked by the President to put this question to the Governors for feedback. Note that this is the same information presented in the October 2013 meeting. We are in serious trouble if we fail to transition to the New Act's requirements by the deadline. As the Federal website says: "Corporations can take advantage of the benefits of the NFP Act once the transition is complete. The transition process involves obtaining a Certificate of Continuance and making by-laws that comply with the NFP Act."

    [Speaking personally not as CFC Secretary, I am not at all comfortable with some of the things Ottawa is requiring of us but the bottom line is my personal opinion isn't important - our non-profit status is in question if we fail to comply and there can be no consideration of charitable status or any other type of status without "new" Not for Profit status in place. This is the "bear in the room" and all Governors need to be aware that the deadline is coming. I would specifically urge any Governor who feels unfamiliar with the issue to read the thread http://www.chesscanada.info/forum/sh...mmittee-Report] (that's the second thread given under "previous discussions on the subject...")
    Last edited by Lyle Craver; 01-04-2014 at 12:45 PM.

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    Here is a nice transition guide PDF which provides a good overview of what we are faced with.

    http://www.ic.gc.ca/eic/site/cd-dgc....ditionl_EN.pdf

    We realistically need to have this whole process at a point where it can be approved by the governors by the April meeting. If we wait until the AGM then we will be faced with a set of new governors and possibly a new executive who will have to be taken through the same considerable education process once again. This will take us very dangerously close to the edge of an October 17th 2014 cliff without a good reason. Lets be very clear, it is not our non-profit status which is at risk. It is our existence and all of our assets which are at risk.

    My belief is that if we do choose to behave irresponsibly that Humpty Dumpty (the CFC) will have a great fall and all the King's Horseman and all the King's men will not be able to put Humpty Dumpty back together again at least in a form that is recognizable as Humpty Dumpty.

    The last attempt at resolving this failed in large part because the committee and the executive adopted the vision set forward by the government of how a non-profit should be governed. This was not deemed acceptable by the governors including me at the time. Perhaps it might have been if the ground had been prepared and more thorough explanations had been made and the governors had been educated on the requirements. Perhaps a compromise might have been reached which would have allowed us to become compliant much earlier. In any case this is not the right moment to be concerned with might have beens.

    My current vision for the worst case scenario is that we simply get an acceptable (to the government) set of bylaws done which will bring us into compliance with the new NFP act. This will be a major reset of how the CFC is currently structured and operated. Our old bylaws, constitution and handbook would largely disappear at least from the point of view of the government.

    Based upon the feedback that I have received on my previous postings on this subject what I think that we can maintain is voting members (currently called governors) who will ultimately have the power to elect members of the board of directors which will have a similar structure to the current executive with the exception that we cannot have a past president that is not elected by the members or board as this is specifically prohibited in the new act. I see the voting members electing specific members of the board to specific positions (president, vice-president, FIDE representative, youth coordinator, treasurer and perhaps one or more additional board members in order to maintain or increase the current size). The legislation requires us to give a minimum (default is 3) and maximum (default is 9) number of board members.

    I will within a few hours post a set of bylaws for discussion purposes which will show what a minimally compliant set of bylaws might look like. I have done this on the governors private board but will make some changes to reflect the feedback which I got there.
    Last edited by Vladimir Drkulec; 01-05-2014 at 04:28 PM.

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    Technically you could still have a "past president" position as long as it's an elected one, correct?

    Would it be illegal if they were elected from a group of former presidents?

    Just curious.
    Christopher Mallon
    FIDE Arbiter

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    Quote Originally Posted by Christopher Mallon View Post
    Technically you could still have a "past president" position as long as it's an elected one, correct?

    Would it be illegal if they were elected from a group of former presidents?

    Just curious.
    Yes, I believe that you are correct. I think that if the past president is elected by the voting members from the former presidents then it would be legal to have a past president on the board even with the title of past president. We just can't have an unelected one whether the legitimizing election is by the members or by the board.
    Last edited by Vladimir Drkulec; 01-05-2014 at 04:01 PM.

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    I have moved this from the other thread on the life membership motion as we are getting into NFP territory.

    Quote Originally Posted by Christopher Mallon View Post
    Vlad this is getting a little OT for this thread but I don't see that implemented NFP-compliant bylaws for the government as automatically invalidating the entire CFC handbook. We just have to make sure to take out anything that would conflict with those new rules.

    Also I've stated elsewhere repeatedly that some regulation amendments should still require the super-majority to change under the new rules, even if they are not part of what we file with the government.
    We will have to generate bylaws that are compliant. That is our first task. The governors will have to accept the bylaws with some requiring two thirds acceptance and others requiring 50% plus one vote. Oddly enough the ones that are required by the act require a two thirds positive vote which doesn't make much sense. Maybe its the government's way of weeding out not for profits who can't get their act together or perhaps their way of ensuring that every non profit that can't agree is run entirely under the rules of the new act.

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    Default A sample bylaw which would largely comply with the Not For profit act

    [B]A by-law relating generally to the conduct
    of the affairs of
    Chess Federation of Canada
    (the "Corporation")
    BE IT ENACTED as a by-law of the Corporation as follows:

    1. Definition
    In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
    "Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
    "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
    "board" means the board of directors of the Corporation and "director" means a member of the board;
    "by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
    "meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
    "ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
    "proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
    "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
    "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

    2. Interpretation
    In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
    Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

    3. Corporate Seal
    The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.

    4. Execution of Documents
    Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution,by-law or other document of the Corporation to be a true copy thereof.

    5. Financial Year
    The financial year end of the Corporation shall be April 30 in each year.

    6. Banking Arrangements
    The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

    7. Borrowing Powers
    The directors of the Corporation may, without authorization of the members,
    i. borrow money on the credit of the corporation;
    ii. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
    iii. give a guarantee on behalf and
    iv. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
    8. Annual Financial Statements
    The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.
    9. Membership Conditions
    Subject to the articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:
    Class A Members
    i. Class A voting membership shall be available only to individuals who have applied and have been accepted for Class A voting membership in the Corporation.
    ii. The term of membership of a Class A voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
    iii. As set out in the articles, each Class A voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one (1) vote at such meetings.
    Class B Members
    iv. Class B non-voting membership shall be available only to individuals who have applied and have been accepted for Class Bnon-voting membership in the Corporation.
    v. The term of membership of a Class B non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
    vi. Subject to the Act and the articles, a Class B non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.
    Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

    10. Membership Transferability
    A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

    11. Notice of Members Meeting
    Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 2 to 7 days before the day on which the meeting is to be held.
    Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
    Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

    12. Members Calling a Members' Meeting
    The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

    13. Absentee Voting at Members' Meetings
    Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system that:
    a. enables the votes to be gathered in a manner that permits their subsequent verification, and
    b. permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
    Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.

    14. Membership Dues
    Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation.

    15. Termination of Membership
    A membership in the Corporation is terminated when:
    . the member dies or resigns;
    a. the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
    b. the member's term of membership expires; or
    c. the Corporation is liquidated and dissolved under the Act.

    16. Effect of Termination of Membership
    Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

    17. Discipline of Members

    18. Proposals Nominating Directors at Annual Members' Meetings
    Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.

    19. Cost of Publishing Proposals for Annual Members' Meetings
    The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

    20. Place of Members' Meeting
    Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

    21. Persons Entitled to be Present at Members' Meetings
    Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-lawsare entitled to cast a vote at the meeting.

    22. Chair of Members' Meetings
    In the event that the president and the vice-president of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

    23. Quorum at Members' Meetings
    A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 25 percent of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

    24. Votes to Govern at Members' Meetings
    At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

    25. Participation by Electronic Means at Members' Meetings
    If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

    26. Members' Meeting Held Entirely by Electronic Means
    If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

    27. Number of Directors
    The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.

    28. Term of Office of Directors
    The directors shall be elected to hold office for a term expiring not later than the close of the next annual meeting of members following the election.

    29. Calling of Meetings of Board of Directors
    Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.

    30. Notice of Meeting of Board of Directors
    Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 2 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

    31. Votes to Govern at Meetings of the Board of Directors
    At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

    32. Committees of the Board of Directors
    The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.

    33. Appointment of Officers
    The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.

    34. Description of Offices


    35. Vacancy in Office
    In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
    . the officer's successor being appointed,
    a. the officer's resignation,
    b. such officer ceasing to be a director (if a necessary qualification of appointment) or
    c. such officer's death.
    If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

    36. Method of Giving Any Notice
    Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
    . if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
    a. if mailed to such person at such person's recorded address by prepaid ordinary or air mail;
    b. if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
    c. if provided in the form of an electronic document in accordance with Part 17 of the Act.
    A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to thisby-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

    37. Invalidity of any Provisions of this By-law
    The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

    38. Omissions and Errors
    The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with theby-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

    39. By-laws and Effective Date
    Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
    This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.


    The above is mostly a default by-law builder set of bylaws with two clauses removed into the next post (one section 17. Discipline of Members to separate out the potential controversy) and another Section 34 Description of Offices because it is not ready for prime time. Would this set of bylaws be acceptable to the governors who will become the voting Class A members under the new bylaws?
    Last edited by Vladimir Drkulec; 01-05-2014 at 10:27 PM.

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    Article 17 needs to be addressed by the governors. The first part of the article mirrors the default NFP Act section on discipline with the exception that I have altered it to allow the voting members (currently called governors) to overturn the discipline decision of the directors.

    The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
    . violating any provision of the articles, by-laws, or written policies of the Corporation;
    a. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
    b. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
    In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision may be appealed to the class A voting members at the next regularly quarterly meeting.
    The board decision may be overturned by a simple majority / two thirds majority of the members.

    The members shall have authority to suspend or expel any member from the Corporation by a three quarters majority vote at the annual general meeting.
    [/B]
    In the second half we have the current rule in the CFC. The governors can require someone to resign with a three quarter majority vote at the annual meeting.

    The third option is to have no provision for discipline of members.

    Article 34 needs to be re-written. At the moment it is a mish mash of the default for the new NFP act and the current CFC executive.

    34. Description of Offices
    The Board of Directors shall be elected at the Annual Meeting of the Assembly and shall be constituted by seven persons, namely, the President, Vice-President, Past President, Secretary, Treasurer, FIDE Representative and Youth Coordinator unless these titles are changed by ordinary resolution of the Assembly pursuant to section 8(f) at the annual meeting. The position of Past President shall not be elected but shall be occupied by the immediate Past President unless he resigns or the Assembly, by ordinary resolution, at the Annual Meeting specifically decides to elect another person in place of the Past President. Upon election at an Annual Meeting the Board of Directors shall serve as Directors until the next Annual Meeting of the Assembly or until the Director(s) resign(s) or their successors are elected or appointed in their stead unless replaced by a vote of the Assembly prior to that time.

    Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
    . President – The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
    a. Vice-Chair of the Board – The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.
    b. President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
    c. Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
    d. Treasurer – If appointed, the treasurer shall have such powers and duties as the board may specify.

    The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
    Last edited by Vladimir Drkulec; 01-05-2014 at 10:14 PM.

  8. #8
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    Quote Originally Posted by Vladimir Drkulec View Post
    Yes, I believe that you are correct. I think that if the past president is elected by the voting members from the former presidents then it would be legal to have a past president on the board even with the title of past president. We just can't have an unelected one whether the legitimizing election is by the members or by the board.
    Pierre Dénommée has indicated that, "The newly elected board can appoint the past president. At most 1/3 of the directors can be appointed by the Board of Director after the voting members have elected it." My answer reflected this option but may not have been clearly stated.

  9. #9
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    I am unclear on Vlad's use of color - I presume the blue means areas where he feels we are OK and red where we are not.

    I like Pierre's suggestion with respect to the Past President

    I have major concerns with item 23 on Quorum - is this supposed to be based on Governors or on the membership at large? If the latter it's a formula for nervous collapse on the part of the Secretary since an important part of the Secretary's role is determining who is and is not entitled to vote.

    The online AGM would appear to be OK based on my reading of #20 and #25.

    I note en passant that the USCF called the role we call "Governor" "Voting Member" for years. I do not know whether this was in response to US Federal legislation or simply their own practice.

    I think we're OK on voting in Governors' meetings under 13A and 13B as that reflects our current practice. I am unclear if this requires all Governors voting to be secret after the ballot which is not our current practice on most matters.

    I am unclear the usefulness of the provision for removing an Executive or Officer at an AGM since presently their terms of office go from AGM to AGM so wouldn't the point be moot?
    Last edited by Lyle Craver; 01-06-2014 at 02:05 AM.

  10. #10
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    Will these new bylaws benefit to obtain a status of a registered Canadian amateur athletic association as a way for the CFC to become a charitable organization again?
    .*-1

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