4.6A Nomination for General/7th Director Position (formerly Past-President

[Vladimir Drkulec]

I nominate Mark Dutton to continue as a member of the board of directors. Mark was automatically a board member as past president. We cannot have past presidents as automatic members of the board but we can have past presidents as an elected member of the board and ask that the voting members vote for our past president as a member of the board.

[Garland Best]

Question: If this is the situation, then can someone nominate anyone for the board of directors position? And then this person, while not filling a specific role as (for example) treasurer would, would still be a member of executive?

[Félix Dumont]

This seems a little bit odd. Why would someone be on the board of directors if he does not have a position? Shouldn't this privilege only be for those who are willing to take the responsibilities that go with it?

[Fred McKim]

This is news to me .... but I assume it goes like this.

We need to have at least 7 Directors (Executive). We cannot have any unelected Executive (I'm assuming this is the new rule). If we had known about this earlier we could have selected one of the former non-executive director positions as a director position.

Alternatively we could call this position "Senior Advisor" or something.

[Michael Barron]

This is news to me .... but I assume it goes like this.

We need to have at least 7 Directors (Executive). We cannot have any unelected Executive (I'm assuming this is the new rule). If we had known about this earlier we could have selected one of the former non-executive director positions as a director position.

Fred, this is news not only for you...

Do we have any rules at all?
Or we now have to do whatever the President say?

[Lyle Craver]

Probably the biggest no-no in the new Federal NFP is 'thou shalt not have unelected Executive members'.

I remain mystified how the Feds can demand this since tons of non-profits have past presidents on boards but I'm told that that's the case though have not had time to independently read the Act through and through.

The part about 'ex officio' directors says (https://www.ic.gc.ca/eic/site/cd-dgc...g/cs05004.html)

In the section "Electing the Directors" it says:
The general rule that the members must elect the directors means that it is not permissible to have ex officio directors (i.e., persons who hold office "ex-officio" or "as of right", without the need to be elected by members).

A person must consent to be a director of a corporation. Persons who have been elected or appointed as directors and are present at the meeting when the election or appointment took place, are deemed to have consented to serve as directors, unless they refuse. However, if they are not present at that meeting, they must either (a) consent to their election, in writing, before that meeting or within 10 days after that meeting or (b) act as a director after the election or appointment.

I'm not specifically sure where the '7 directors' thing comes from and hope Vlad can help us on this since it doesn't seem to be in the Act. I presume this is based on our past practice. I definitely think it IS useful to have an odd number of directors but I don't see the exact reference.

[Sasha Starr]

This is news to me .... but I assume it goes like this.

We need to have at least 7 Directors (Executive). We cannot have any unelected Executive (I'm assuming this is the new rule). If we had known about this earlier we could have selected one of the former non-executive director positions as a director position.

Alternatively we could call this position "Senior Advisor" or something.

Are you trying to get an advise from Mark Dutton?

[Fred McKim]

Are you trying to get an advise from Mark Dutton?

No. No. I was just commenting on the fact that there is no formal title for this "7th / General" Director. So far the only nomination is Mark Dutton, who sat on the Board of Directors last year, as past-president.

Any CFC member can be nominated for this position.

[Sasha Starr]

I nominate Mark Dutton to continue as a member of the board of directors. Mark was automatically a board member as past president. We cannot have past presidents as automatic members of the board but we can have past presidents as an elected member of the board and ask that the voting members vote for our past president as a member of the board.

Absolutely against it.
Sasha Starr.

[Vladimir Drkulec]

A six member board with a president that had two people in his pocket could become an absolute dictatorship. An odd number on the board would mean that he needs three votes in addition to himself. The power of the president is magnified with an even numbered board.

The present board has two members from BC, one from Alberta, three from Ontario, and one from PEI. The only thing it is missing to become an ideal representive of chess in Canada is some Quebec representation. The pro-Kasparov GTCL trio would have absolute control over chess in Canada probably forever if you let this one issue of the FIDE election dominate the way the vote is conducted.

One big concern to me before the NFP process was the way nine or ten corrupt individuals might through apathy be able to loot the foundation via a legitimate vote. We do need to continue the NFP process and put more of the required safeguards in place. Do you think removing the two governors who were on the NFP committee would advance this agenda?

Is there anything in the past of Michael Barron and Sasha Starr to suggest that they would be an upgrade in this area on the still important NFP file? Michael Barron bellowed on chesstalk that helping with the NFP act was the president's job and not his job as a governor. Is that the statement of a leader? Is it the statement of someone you want to trust the CFC's future to? I don't think that it is healthy for three members of the board to be from one city particularly when the president being proposed has shown that he and his friends will violate the confidentiality of the governors board without any thought. My impression of Nikolay is that he won't be a puppet but he will operate in sympathy with Sasha and Michael. If the voting members elect Sasha and Michael I would recommend electing Ken to simply avoid allowing one city to dominate the CFC so.