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

  1. #31
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    Default Model Special Resolution

    http://www.ic.gc.ca/eic/site/cd-dgc....g/cs05012.html

    Special Resolution of Members

    Continuing the Corporation under the provisions of the Canada Not-for-profit Corporations Act and authorizing the directors to apply for a Certificate of Continuance.

    WHEREAS the Corporation was incorporated under Part II of the Canada Corporations Act by Letters Patent dated the space to insert day day of space to insert month, space to insert year; and

    [WHEREAS those Letters Patent were amended by Supplementary Letters Patent dated the space to insert day day of space to insert month, space to insert year; and]

    WHEREAS it is considered to be in the best interests of the Corporation that it be continued under the Canada Not-for-profit Corporations Act (NFP Act) pursuant to section 297 of the NFP Act;

    BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

    The directors of the Corporation are authorized and directed to make an application under section 297 of the NFP Act to the Director appointed under the NFP Act for a Certificate of Continuance of the Corporation;
    The Articles of Continuance (transition) of the Corporation, which have been submitted to this meeting and are annexed to these minutes as Schedule A, are approved;
    The general operating by-law of the Corporation (as amended) is repealed effective on the date that the corporation continues under the NFP Act and the new general operating by-law No.1 which has been submitted to this meeting and is annexed to these minutes as Schedule B is approved and will be effective on the same date.
    Any one of the officers and directors of the Corporation is authorized to take all such actions and execute and deliver all such documentation, including the annexed Articles of Continuance (transition), the notice of registered office and of directors in the forms fixed by the Director, which are necessary or desirable for the implementation of this resolution.
    The undersigned, being the duly appointed (Secretary) of the Corporation, certifies that the above is a true and correct copy of a special resolution of space to insert day day of space to insert month, by a majority of not less than two-thirds of the votes cast by the members of the Corporation who voted in respect of the resolution, and the resolution is in full force and effect, unamended as of the date below.

    Dated space to insert date

    space to insert full name
    Secretary

  2. #32
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    Default Model Special Resolution

    The implications of this model special resolution are that our old general operating bylaw is to be repealed.
    Last edited by Vladimir Drkulec; 01-08-2014 at 12:56 AM.

  3. #33
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    Quote Originally Posted by Garland Best View Post
    Looking at the list of life governors, I note that Les and Halldor are active contributors to the meetings, and definitely add value in their roles. Regarding the remaining 7 life governors, I do not recall any contributions from either of them in any of the meetings. If I am wrong, perhaps someone could correct me.
    Bunning, Palsson and Cabanas have all voted in 2013-14 so far.

    During 2012-13 Bunning, Palsson, Cabanas and Peter Stockhausen have both participated in Quarterly Meetings during 2012-2013. (Stockhausen actually cast more votes than Bunning)

    In 2011-12 the same 4 plus Maurice Smith.

    These statistics are taken from the voting ledgers of 2011-12, 2012-13 and 2013-14.

  4. #34
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    Quote Originally Posted by Vladimir Drkulec View Post
    The implications of this model special resolution are that our old general operating bylaw is to be repealed.
    Specifically do you mean Section 2, Bylaws 1, 2 and 3? (http://chess.ca/handbook#section-2)

    I've just finished re-reading the Transition Guide (http://www.ic.gc.ca/eic/site/cd-dgc....ditionl_EN.pdf) which I recommend all Governors do read - read the appendices if nothing else! and am wondering if we define our membership classes in terms of
    "the following membership types are voting: O,L,F,H...", "the following membership types are non-voting: J..." Would we be legal with a clause saying "All classes defined as voting are one class for all Federation purposes"?

    I'm also trying to wrap my head around the terminology - looks to me like what the guide calls "Members" are what we call "Governors" and the present Executive are what are called Directors. I am unclear in NFP Guide-ese where our non-Executive Officers fit in exactly which is important since most of them fill roles the Executive doesn't really have the time to effectively do. In the interests of clarity we probably should have a list clearly saying which CFC terms designate which NFP Act terms. I like the old USCF term "Voting Member"

    Past-President - a >LOT< of NFP's have past-presidents on their boards - it looks like the board could each year elect the PP till the next AGM, no?

    I've also read through their sample bylaws. 3.03 on expelling a member seems quite hard. 4.01 on those entitled to be present at a meeting does not seem to require any change on the existing procedures

    To me the strangest part of the whole document is the last sentence of section 7 which says 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.
    which to me says the appointed member of the Executive doesn't even have to be a member (!?!) which to me is quite remarkable.

    I confess I am struggling to work out a formula for 'voting member' that would pass the new NFP test though being a national organization I think the present scheme of affilates and the per capita formula serves the CFC well. Perhaps Les could weigh in on whether the present formula or something much like it could go forward.

    Fundamentally I'm concerned about the NFP Acts use of 'member' since if the NFP Act's "member" was what most of us think of as a member we could never have an AGM because we could never get 5% of our total membership present. And an online meeting with 90-100 people taking part would almost certainly be unworkable. Does anybody here know another NFP that has passed their continuance that could share their experience on this point? Overall, I despise terms like the NFP Act's use of "member" which clearly means something different from what most of us (most especially those we represent) think of as "member". Unless we make the full version of "member" to be "member of the CFC Assembly of Governors"

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    My thought on how this might go forward is that we will submit to the governors a stripped down bylaw which will be consistent with the new NFP act and will be largely (I hope) uncontroversial. It will contain those provisions which are required by the government and non-negotiable and nothing else. It will need two thirds approval by the governors. If it doesn't pass then we might have to consider packing it in.

    A second set of hopefully non-controversial modifiers which are required in order to give the voting members many of the rights that the governors now enjoy will be also submitted and will also require two thirds approval. If that is not accepted then we will separate out every clause out of this group and will vote on each individually and there will be a lot of them. That is why I need feedback now so that I can minimize the pain of the process later. Any clause which doesn't get two thirds acceptance will simply be left out because these are by definition not essential to a successful application.

    Any controversial portions will be separated out and will be voted on clause by clause with a two thirds majority acceptance required for them to make it into the submission.

    We cannot spend a great deal of time making tweaks because while something might seem like a good idea, that good idea could derail our application. If we get it wrong we can fix it later if we continue to exist past October 17th, 2014.
    Last edited by Vladimir Drkulec; 01-08-2014 at 04:14 PM.

  6. #36
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    Quote Originally Posted by Lyle Craver View Post
    Specifically do you mean Section 2, Bylaws 1, 2 and 3? (http://chess.ca/handbook#section-2)
    Yes, I believe I do. Certain sections are irrelevant to our current situation. Other sections are no longer required by the government. Almost everything has to be rewritten to conform to the new NFP act if they are to be kept. I think that we might somehow redefine some useful parts of the rest as regulations which don't have to be submitted to the government.

    We need the submission to the government to be the minimum required. A more complex submission increases the risk of rejection. Of course we also have to deal with what the governors will accept by a two thirds majority.

    I've just finished re-reading the Transition Guide (http://www.ic.gc.ca/eic/site/cd-dgc....ditionl_EN.pdf) which I recommend all Governors do read - read the appendices if nothing else! and am wondering if we define our membership classes in terms of
    "the following membership types are voting: O,L,F,H...", "the following membership types are non-voting: J..." Would we be legal with a clause saying "All classes defined as voting are one class for all Federation purposes"?
    That may be possible but I would prefer to go with the default which is that there are two types of membership: Class A voting members and Class B non-voting members. There may be multiple ways to become a Class A (election by class B or life governor who maintains membership by participating) or Class B (life membership, adult membership, junior membership, possibly senior membership) member.

    I'm also trying to wrap my head around the terminology - looks to me like what the guide calls "Members" are what we call "Governors" and the present Executive are what are called Directors. I am unclear in NFP Guide-ese where our non-Executive Officers fit in exactly which is important since most of them fill roles the Executive doesn't really have the time to effectively do. In the interests of clarity we probably should have a list clearly saying which CFC terms designate which NFP Act terms. I like the old USCF term "Voting Member"

    Past-President - a >LOT< of NFP's have past-presidents on their boards - it looks like the board could each year elect the PP till the next AGM, no?
    Yes, this would be the case under the default scenario.

    I've also read through their sample bylaws. 3.03 on expelling a member seems quite hard. 4.01 on those entitled to be present at a meeting does not seem to require any change on the existing procedures

    To me the strangest part of the whole document is the last sentence of section 7 which says 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.
    which to me says the appointed member of the Executive doesn't even have to be a member (!?!) which to me is quite remarkable.
    I don't think that this is that different from the current situation. Under the current rules the President can replace any officer of the Corporation who resigns and there is no requirement except in the case of the President (who would be replaced by the choice of the executive and has to be a member of the executive or a governor) that it be another member of the board or one of the governors.

    Current rule:
    Upon the office of President becoming vacant between annual meetings of the Assembly, the Board of Directors shall elect another member of the Board of Directors or in special circumstances any other member of the Assembly of Governors to be President for the rest of the term. Upon the office of any other member of the Board of Directors becoming vacant between annual meetings the President may fill the vacancy for the rest of the term by way of appointment.

    I confess I am struggling to work out a formula for 'voting member' that would pass the new NFP test though being a national organization I think the present scheme of affilates and the per capita formula serves the CFC well. Perhaps Les could weigh in on whether the present formula or something much like it could go forward.
    I don't think that the formula goes to the government. That asks for trouble. I think some mention that they have to follow the rules and regulations as determined by and subject to revision by the directors and Class A voting members including provisions for payment of dues.

    Fundamentally I'm concerned about the NFP Acts use of 'member' since if the NFP Act's "member" was what most of us think of as a member we could never have an AGM because we could never get 5% of our total membership present. And an online meeting with 90-100 people taking part would almost certainly be unworkable. Does anybody here know another NFP that has passed their continuance that could share their experience on this point? Overall, I despise terms like the NFP Act's use of "member" which clearly means something different from what most of us (most especially those we represent) think of as "member". Unless we make the full version of "member" to be "member of the CFC Assembly of Governors"
    I don't think we should use the term governors under the new act unless it is within the regulations which we are not required to submit to the government and then only with careful thought. Aside from the potential for rejection of our application, some creative lawyer could use the existence of the term to create some deep pockets (the assets of all of the governors plus the executive) that would make the CFC a very attractive lawsuit target.
    Last edited by Vladimir Drkulec; 01-08-2014 at 05:34 PM.

  7. #37
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    Quote Originally Posted by Lyle Craver View Post
    Bunning, Palsson and Cabanas have all voted in 2013-14 so far.

    During 2012-13 Bunning, Palsson, Cabanas and Peter Stockhausen have both participated in Quarterly Meetings during 2012-2013. (Stockhausen actually cast more votes than Bunning)

    In 2011-12 the same 4 plus Maurice Smith.

    These statistics are taken from the voting ledgers of 2011-12, 2012-13 and 2013-14.
    My reading of the act seems to indicate that voting membership can be conferred any way which the voting members or directors decide including but not limited to a recognition of donations of money, donations of volunteer time, or election by some process usually initiated by the present directors or voting members. Unless someone points me at a specific clause which proscribes this my approach will be to move us forward in a way that as much as possible maintains the current situation subject to the rules of the new Not For Profit Act which means that everything cannot be exactly the same.

    To eliminate the life governors now would require a two thirds majority vote of the governors. If we do the transition properly then it will still require a two thirds vote of the voting members. Our situation will not have changed after the transition. Let us focus on what is important and not be distracted by things that are not important. While we might want to insert some clause in the regulations at some point that will weed out life governors who have not participated for a few years I see no reason to weed out people who are contributing now. We need more volunteers and not fewer.

  8. #38
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    I agree that calling the voting members "Governors" is asking for trouble and suggest the terms "Voting Members" and "Regular Members" - I've never felt comfortable with "Ordinary"!

    I'm sort of kidding on ordinary but I'm serious - and if anybody asks "Voting Members" is an old USCF term (and as I've said repeatedly I do not know whether this term was created by them or by their governing legislation).

    I'm not sure how we square the circle on the other classes - presumably by designating them non-voting and giving them their current names. I note en passant that it is critical to clearly delineate which classes are voting and which not since the default is voting and omitting this on any class makes them voting.

    If nothing else I would like to have a crystal clear idea by the end of this meeting which items are non-controversial (and therefore which we can move ahead on final language) and which require more talk to bring about a consensus. If that means we need to extend the meeting to reach a consensus I'm 100% fine with that

    I know very well exactly what day the CFC is dissolved if we don't get this done (Oct 18th - my son's birthday) and the last people we need to be in "time trouble" with are the Feds. Better to agonize now than agonize later though with the degree of progress we're making I doubt there will be much agony!

    PS. I have read the Transition Guide and I do not see that our current method of electing Governors (i.e. the per capita fee) is an issue though we may need to examine how we do Governors from non-affiliated Governors and Quebec since any Governors / Voting Members appointed by the AGM cannot exceed 20% of the total Assembly of Governors.

  9. #39
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    Pierre Dénommée has sent me the following message:

    Quote Originally Posted by Pierre Dénommée
    The current Life Governors would be considered Life Directors under the new Act. The actual powers of a Life Governor could only be exercised by the a Director under the new Act.

    Life Governors could be transformed into Life Voting Member, this would still be a huge advantage in our current model in which only one member in 50 is a voting member.


    This is the plan. There are only a few life governors so I don't see this as being a big issue.

    The status of Registered Participant has not been discussed by the Governors. Discipline of Registered Participants is clearly distinct from discipline of the members. Should the players still be members?


    I think they should be non-voting class B members. It is the default that the government suggests for two classes of members and I don't see any reason to vary it with time being so short. My feeling is that we should keep things as simple as possible so rather than go with participants I prefer that we stick to the non-voting class B members nomenclature used in the examples on the government website.

    Discipline of the members should be very specific, not vague as it is. Giving the right to the Board Directors to revoke a membership for any reason that they see fit is clearly wrong.
    I don't think you can anticipate every circumstance where such a sanction might be invoked. I think the fact that the voting members can bring a motion to the floor on any subject in effect means that they can overrule the directors in the circumstances of an unfair expulsion of a member.

    Sometime, dictators get elected and their first move is to revoke the membership of those who have not voted for them. Discipline of member is better left to a committee of members. Who can initiate the disciplinary process is also very important. Removal of a member is rare, suspension of a player is much more current. Off course, Discipline of a Provincial Association is a much more serious action then discipline of a member.

    I don't recall the executive which has powers similar to directors ever undertaking such an action though maybe someone can recall such an instance. Our task is to submit something to the government that means that we continue to exist after October 18th. Future voting members and directors can tweak things if necessary. We simply can't afford to be distracted from the mission right now. Will our implementation be perfect? No, but it will mean that we can fix anything that we don't like later...

    Again in these cases I think that since the directors assume liability they are the best ones to make such decisions. Voting members by virtue of their ability to put forward motions can override those decisions. I don't think that a committee of the members is going to be any more objective than the directors and since the directors are on the firing line for lawsuits they should be the ones that make the initial decision unless they choose to delegate to a committee which is an option under the legislation.

    I see no way to legally maintain the actual discrimination against the provinces and territories without an a Provincial or Territorial Association. By default, a CFC non-voting member can vote for all Voting Members in all provinces and territories. To maintain the actual sound system of voting by province, each province should be considered a separate class of members. As such, the Ontario players elects the OCA representative but they have no authority to act outside of their province and they cannot elect the Quebec or Manitoba voting members. Election are easily organised with a forum software, there is no sound reason to perpetuate this discrimination.


    That is a good point. I think it should be addressed but probably not at this point.

    Quebec members would have to pay a CFC membership to vote, so the Quebec would still be heavily penalised. Any attempt to let the FQE members vote at the CFC level without paying a CFC membership would required a very special CFC Constitution in order to be legal.
    My impression of the rules for membership are that they offer a great deal of flexibility.
    Last edited by Vladimir Drkulec; 01-09-2014 at 11:43 PM.

  10. #40
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    That is my view as well.

    From what I've read the formula for the allocation of Governors should transition with only the replacement of "Voting Members" for "Governor" which is my view of nearly all the existing bylaw detail.

    In the new bylaw I would transfer nearly all the historical information in Bylaw 1 to a "Historical Section" or "Information for Members" section. Call it "Executive Summary" if you will but much as I honor our history as a Federation is it really crucial to the Governance of the Federation?

    One thing that does have to be crystal clear to the NPR people in Ottawa is the relationship between the CFC and the Affiliates. There is the potential for trouble if this is at all fuzzy to them and I think it should be explicitly said which legislation each affiliate is chartered under. The BCCF is chartered under the BC Societies Act and is governed by the BC Registrar of Societies. I assume this is the case in each respective province - though I do not know where the CCCA is registered. (If it's Federal they also have work to do).

    At this point I don't think we're in nearly as much trouble as I thought we were two months ago BUT most of my reading of the NFP materials is along the lines of "OK what are the potential landmines hidden here that might trip us up?"

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