6.A) Minimal Set of Bylaws to comply with the new act

[Lyle Craver]

Vlad, it would be good for you to indicate in color which of the above (and I know it's quite a bit) is lifted verbatim from the Federal Government draft constitution and which isn't. For instance the last two paragraphs are "vanilla" text from the guidelines. Without going through it paragraph by paragraph it's hard to tell.

While I could live with the text concerning the Secretary, you know and I know that many of the documents are stored either at the Office or on the CFC website. I'd be surprised if I have the only original copy of anything. I appreciate that most of the text in that section is "vanilla" from Ottawa. For instance most of my work under section (e) either gets referred to the President or the FIDE rep or the Office given the nature of the request.

For the benefit of any Governor who wishes to re-read the Federal Government documents, thread 6 contains an excellent set of links to Federal webpages on what Ottawa requires.

[Vladimir Drkulec]

Actually I think most of the section with regards to the secretary and officers has been lifted from our current handbook. I have changed the colour of the section lifted from the current handbook to firebrick red (actually it looks a bit reddish brown).

Financial year is also lifted from our present practice of an April 30th year end. We have the options of allowing the board to determine the financial year end or simply not mention the financial year end.

[Vladimir Drkulec]

http://www.ic.gc.ca/eic/site/cd-dgc.....html#section7

7.01 Description of Offices

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:

1. Chair of the Board - 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.
2. 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.
3. 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.
4. 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.
5. 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.

[Vladimir Drkulec]

The following is probably a bit more compliant with the act since the clauses are a direct quote of the model bylaw except the FIDE representative and Youth Coordinator which is taken from our present handbook description. The Chair position is combined with the president as it is now. The Vice-President is what they describe as the vice-chair in the model bylaw. Presently the president can delegate duties to the VP so I have added that to the VP description. This is probably better than using the present CFC handbook descriptions.

SECTION 7 - OFFICERS

7.01 Description of Offices

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:

1. President - The 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 and will be chair of the board, and shall be a director. When present, preside at all meetings of the board of directors and of the members. The President shall have such other duties and powers as the board may specify.
2. Vice-President - The vice-president of the board, if one is to be appointed, shall be a director. If the President is absent or is unable or refuses to act, the vice-president 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 or the president may delegate.
3. FIDE Representative - The FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive, and shall:
   i) be the official liason between the Chess Federation of Canada and FIDE;
   ii) be the FIDE Zone President for Canada;
   iii) deal with matters relating to the FIDE Americas Continent;
   iv) if funding is available, at minimum, attend the annual FIDE Congresses;
   v) work with the Public Relations Coordinator in dealing with mainstream media on chess promotion as it relates to FIDE issues.
4. 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.
5. Treasurer - If appointed, the treasurer shall have such powers and duties as the board may specify.
6. Youth Coordinator - The Youth Coordinator will be responsible for coordinating our participation in the World Junior Championship, the World Girls Championship, the World Youth Chess Championship, the Pan-American Junior and Youth Championships, The North American Junior and Youth Championships, the World Youth Chess Olympiad, and any other FIDE-related junior tournaments. The Youth Coordinator will be responsible for finding organizers for the Canadian Junior Championship and the Canadian Youth Chess Championships, and for assisting the Provincial Junior Coordinators in finding organizers for the Youth Chess Championships, and any Regional Qualifier Youth Chess Championships.

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.

[Egidijus Zeromskis]

...[*]Youth Coordinator - The Youth Coordinator ... the WYCC,...

spell out 'WYCC'

[Vladimir Drkulec]

spell out 'WYCC'

Done. It was a cut and paste of what the current handbook rule is.

[Lyle Craver]

In general I've always been a royal pain in the *** concerning acronyms that are not first spelled out when first used. In the interests of good relations and not giving the extreme Pequistes ammunition we need to correctly put the accents back into FIDE.

I would be astonished if text relating to international and provincial associated organizations were a novelty to the Federal non-profit regulators were unfamiliar to them and given their model text doesn't include such language would assume they tend to be fairly tolerant.

With respect to the new Constitution, I do feel strongly that the text of the CFC-FQE agreement has to be part of it - but at the same time it needs a 2 or 3 sentence historical precis so that the Feds don't get upset. I would suggest something along the lines of "Historical note: in 1976 the FQE dis-affiliated from the CFC and there have been various attempts to renew relations in the intervening years. The following text is an agreement made between the CFC and the Quebec federation which is a basis for working together hopefully for full affiliation in future" since I can easily see Ottawa getting upset with aspects of it particularly if not revealed to them at the time of the application for continuance.

Does anyone else see potential landmines in our path and if so what is your suggested solution?

[Vladimir Drkulec]

I would be astonished if text relating to international and provincial associated organizations were a novelty to the Federal non-profit regulators were unfamiliar to them and given their model text doesn't include such language would assume they tend to be fairly tolerant.

With respect to the new Constitution, I do feel strongly that the text of the CFC-FQE agreement has to be part of it - but at the same time it needs a 2 or 3 sentence historical precis so that the Feds don't get upset. I would suggest something along the lines of "Historical note: in 1976 the FQE dis-affiliated from the CFC and there have been various attempts to renew relations in the intervening years. The following text is an agreement made between the CFC and the Quebec federation which is a basis for working together hopefully for full affiliation in future" since I can easily see Ottawa getting upset with aspects of it particularly if not revealed to them at the time of the application for continuance.

Does anyone else see potential landmines in our path and if so what is your suggested solution?

It is really not clear to me how or where we would submit the CFC-FQE agreement to the federal government. There are articles and some bylaws that have to be submitted and there is really no provision to submit contracts even if they do have some impact on voting members. The government really doesn't care about the Chess Federation of Canada beyond our submitting articles and a bylaw which is compliant with the new act. I propose to give them exactly what they are asking for and nothing beyond that. I believe that doing things in that manner will allow the CFC to exist after October 17th, 2014.

This would be an opportune time to really decide if we wanted to make some changes in the way we do things. The first NFP committee tried to do that and its recommendations were rejected by the governors for various reasons. My approach will be to get articles and bylaws passed which largely leave things the same as they were before the NFP act with minor exceptions related to items that are required by the act. I think that such a course will not make any desirable changes in CFC governance more difficult to attain. We will still be no farther from those changes after the new NFP act changes take place than we were before the new NFP act. Any changes would require two thirds acceptance by the voting members which is exactly the same requirement for a two thirds majority vote by the governors for constitutional changes at the present time.

[Lyle Craver]

OK if you're comfortable with that so be it.

For myself, I am NOT comfortable with contemplating possible changes before we ensure the long term survival of the CFC at least legally. Once we get our Certificate of Compliance we can talk about other items like that if that is the will of the Governors / Voting Members. Maybe the Governors / Voting Members want some changes maybe they don't but as I've said to you privately I have one motion that stays in my pocket (a motion on multi-year memberships to encourage members to renew for more than one year) that is staying in my pocket until this file is done.

[Vladimir Drkulec]

OK if you're comfortable with that so be it.

For myself, I am NOT comfortable with contemplating possible changes before we ensure the long term survival of the CFC at least legally. Once we get our Certificate of Compliance we can talk about other items like that if that is the will of the Governors / Voting Members. Maybe the Governors / Voting Members want some changes maybe they don't but as I've said to you privately I have one motion that stays in my pocket (a motion on multi-year memberships to encourage members to renew for more than one year) that is staying in my pocket until this file is done.

The only issue with waiting for later is that we will be subject to a $200 fee any time we make such changes and now it can be done for free. Of course this is not nearly as important when weighed against the danger of failing to complete the process and potentially losing all of our accumulated assets and then having to start from scratch.