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Thread: CFC AGM coming soon - who will be running for office?

  1. #31

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    The Act is very complex there are committee of directors, committee of members. Advisory committee is not mentioned in the Act because it lacks authority.

    21. (1) A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing

    (a) the articles and the by-laws, and amendments to them, and a copy of any unanimous member agreement;

    (b) the minutes of meetings of members and any committee of members;

    There is almost nothing in the Act about committee of members. A slide show that I have already referred to mentioned that authority may be given to those committees. This is not clear from the Act and it is a Lawyer interpretation.

    The CFC has at least 3 Committee of members which are elected directly by the Voting Members. Kalev Pungi Fund, Chess Federation of Canada trustee and the NAC. Each has his own authority and answer ultimately to the Voting Members.

    The CFC has at least four standing committees: TDOCP, Olympic, Youth and Ethics. Are those were approved by the voting members.
    This covers all committees except committee of members https://www.ic.gc.ca/eic/site/cilp-p...g/cl00695.html

    Committee terms of reference should always provide for, at a minimum, the following elements:

    chair (how selected);
    composition (size and how selected);
    reporting responsibility (to whom and when);
    mandate (scope of authority);
    nature of authority (report, recommend, act); and,
    resource and/or staff support.

    Most of our standing committees are in violation of those minimal IC requirements. The members committees are much better. Because they have always operated outside of the Directors' authority, their mandate are very clear.

  2. #32
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    We keep the articles and bylaws on the website, in the forums and also there should be a physical copy in the office. In addition it should be available somewhere on a government website.

    Does that lawyer say that the liability devolves to the members of the committee? If not, I can't see much enthusiasm for giving up authority while retaining liability for the exercise of that authority by the committee members.

    The CFC has at least four standing committees: TDOCP, Olympic, Youth and Ethics.


    None of the committees that you mention are standing at the moment.

    The record of the meetings serve as the minutes of the meeting.

    From the same article you cited which outlines the government policy on advisory committees:

    Advisory committees have no power to act on behalf of the corporation. Such committees are sometimes established to give an organization credibility or as a tool for fundraising. Sometimes they are struck to create a pool of technical expertise from which staff may draw in carrying out the organization's activities.

  3. #33

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    Quote Originally Posted by Vladimir Drkulec View Post
    We keep the articles and bylaws on the website, in the forums and also there should be a physical copy in the office. In addition it should be available somewhere on a government website.

    Does that lawyer say that the liability devolves to the members of the committee? If not, I can't see much enthusiasm for giving up authority while retaining liability for the exercise of that authority by the committee members.

    From the same Industry Canada source.

    Adequate insurance coverage should always be in place to protect committee members - including those who are not board members - from any liability that may arise from bona fide committee decisions or actions. Indemnification provisions in the articles of incorporation or bylaws should also contemplate protection against actions arising from committee work.

  4. #34
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    Just as a point, from a legal standpoint, "should" does not mean it is legally required. It is good advice on best practices. One has to consider the cost/risk benefits involved here. As an example, suppose the Foundation Trustees invested heavily in the oil sector one year ago, resulting in a loss of 50% of the fund. MAYBE someone could attempt to sue the trustees for lack or foresight, but I doubt it. And I believe that the possible maximum damage could not exceed the material losses of the investment. And i think it would be thrown out of court. So insurance for that group seems overkill.

    More appropriate would be insurance for the WYCC delegation, as any group delegation of that nature has to be critically sensitive to the possibility of child predators. So there insurance as well as protocols to vet adults (ie: police screening) would be practically mandatory. Just ask Scouts Canada.

  5. #35

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    Quote Originally Posted by Garland Best View Post
    Just as a point, from a legal standpoint, "should" does not mean it is legally required. It is good advice on best practices. One has to consider the cost/risk benefits involved here. As an example, suppose the Foundation Trustees invested heavily in the oil sector one year ago, resulting in a loss of 50% of the fund. MAYBE someone could attempt to sue the trustees for lack or foresight, but I doubt it. And I believe that the possible maximum damage could not exceed the material losses of the investment. And i think it would be thrown out of court. So insurance for that group seems overkill.

    More appropriate would be insurance for the WYCC delegation, as any group delegation of that nature has to be critically sensitive to the possibility of child predators. So there insurance as well as protocols to vet adults (ie: police screening) would be practically mandatory. Just ask Scouts Canada.
    Nice point! The insurance to which we are referring is the errors an omissions insurance for those who takes decisions. The Quebec Government pays this insurance for all Federations and I believe that the Federal Government should do the same for national Federations. Failure to pay income tax, to perform deduction on salary or to pay GST are not covered .

    For child predators, I would not want to be the person saying to a mother : "I am sorry, a predator have kidnapped your daughter, but don't worry, we are insured".

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