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Thread: 5.F Impeachment of CFC president over rudeness to trolls on chesstalk

  1. #11
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    Quote Originally Posted by Michael Lo View Post
    Exactly, it is a waste of time and no point even in responding to it. Let's move on.
    It is also an illegal procedure. The NFP Act define how to remove a Director from office and that requires a motion from the VM at special meeting, not a regular meeting. The required majority is set at 50%+1 and cannot be increased.

    The procedure is called a removal, not an impeachment.

    There is no ground for removal and such a removal would have a negative impact on the public image of the CFC and should be avoided except in cases of dire necessity.

    Quote Originally Posted by NFP Act
    Removal of directors

    130 (1) The members of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.
    Marginal note:Exception

    (2) A director elected by a class or group of members that has an exclusive right to elect the director may only be removed by an ordinary resolution of those members.
    Marginal note:Vacancy

    (3) A vacancy created by the removal of a director may be filled at the meeting of the members at which the director is removed or, if not so filled, may be filled under section 132.

  2. #12
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    Special meetings are usually called if there hasn't been an AGM in the statutory required time frame which to my understanding is within 18 months of the last one. Also relevant to this discussion is that we have an internal discipline procedure spelled out in our bylaws. In addition, convening any special meeting would require cooperation of members of the board of directors. Absent such cooperation the only provision that I saw in the act implied waiting for an AGM for such a procedure and required a very long notice period, none of which conditions have been met by this proposed motion. Since we have annual elections its rather pointless for such an exercise to take place when the same ends can be achieved by means of an election to replace the executive that you wish to remove.

    The reason that this was not a motion that we voted on is that I was not going to second a motion to remove myself for being rude to a troll and when given the opportunity no one of the rest of the executive would take up the gauntlet.

  3. #13
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    Personally I mostly avoid Chesstalk as I've been regularly offended by the trolls. If they are taking steps to stamp that out well good on them!

    The other reason Chesstalk isn't of great interest to me is that it mostly deals with Ontario and Quebec matters and while BC people instinctively "know" things only matter if they take place in ON and QC (that's a joke folks!) they tend to mean it on ChessTalk.

    The third reason is that I am an officer of the CFC and no matter how much you say you are speaking for yourself not the CFC many will always assume you are in fact speaking for the CFC which is a situation I am not completely comfortable with and I am particularly uncomfortable being in a situation where I and fellow officers are being baited to respond in kind. No thanks.

    So yes if ChessTalk is serious about dealing with the trolls, it might become a more useful tool though to be perfectly honest I'd prefer this forum became the 'go to' place for chess news in Canada. (These days I mostly read my e-mail and TWIC)

  4. #14
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    Quote Originally Posted by Vladimir Drkulec View Post
    In addition, convening any special meeting would require cooperation of members of the board of directors.
    Not really, 5% of the VM can do that on their own.

    Quote Originally Posted by Ìndustry Canada
    Requisition of meeting

    The directors are responsible for calling annual and special meetings of members, but members who hold at least 5% of the voting rights can require the directors to call a meeting of members (subsection 167(1) of the NFP Act allows the by-laws to stipulate a lower percentage of voting members).

    This is called a "requisition." The requisition (which can consist of several documents, each signed by one or more members) must state the business to be transacted at the meeting and must be sent to each director and to the registered office of the corporation.

    If the directors fail to call a meeting within 21 days of receiving the requisition, any member who signed the requisition can call a meeting and the corporation must reimburse the member for the cost of doing so.

    It should be noted that directors are not obliged to call a meeting if:

    the directors have already established a record date for determining members entitled to receive notice of a meeting of members (that is, the directors have already started the process to call a members meeting)
    the directors have already called a meeting, or
    the business stated in the requisition is improper in that:
    it is intended to enforce a personal claim or redress a personal grievance against the corporation, or its directors, officers, members or debt obligation holders
    it does not relate in a significant way to the activities or affairs of the corporation
    the member failed, not more than two years before the receipt of the proposal, to raise the matter covered by the proposal at a meeting of members
    it is substantially the same as a proposal previously submitted to members less than five years ago and it did not receive the minimum required support (refer to the paragraph below) at that meeting, or
    the rights to submit proposals are being abused to secure publicity.

    Section 68 of the NFP Regulations provides that the prescribed minimum amount of support is:

    3% of the total number of memberships voted, if the proposal was raised at one annual meeting of members
    6% of the total number of memberships voted at its last submission to members, if the proposal was raised at two annual meetings of members
    10% of the total number of memberships voted at its last submission to members, if the proposal was raised at three or more annual meetings of members.
    Source Industry Canada http://www.ic.gc.ca/eic/siTe/cd-dgc....g/cs05006.html

  5. #15
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    The rules for a member resolution and required notice would also apply here. While a director can be removed through a special meeting it can also be done through a regular meeting if sufficient notice is provided. You can't call a special meeting if a regular meeting is already scheduled. To get on the agenda you would need the cooperation of at least one member of the board of directors or provide the item long enough in advance to be brought up at an AGM. The list of exclusions provided would almost certainly provide grounds to deny a special meeting for a motion like the discussion item before us. Any sensible person would simply persuade another candidate to run and garner enough support to vote the rascal out of office at the AGM.

    You could take the whole thing to court but the court would ask whether you had tried to proceed through normal channels before going the special meeting route.
    Last edited by Vladimir Drkulec; 05-29-2018 at 11:19 AM.

  6. #16
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    Quote Originally Posted by Vladimir Drkulec View Post
    The list of exclusions provided would almost certainly provide grounds to deny a special meeting for a motion like the discussion item before us. Any sensible person would simply persuade another candidate to run and garner enough support to vote the rascal out of office at the AGM.
    I agree that those 2 exceptions could easily be applied

    It is intended to enforce a personal claim or redress a personal grievance against the corporation, or its directors, officers, members or debt obligation holders.
    It does not relate in a significant way to the activities or affairs of the corporation.

  7. #17
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    For the record, I support Vlad's trolling on Chess Talk. We chess players need a place to vent and a leader to show how how it's done.

    Humor aside, 1 year terms are too short for an "impeachment" process. If you don't like the CFC president support another candidate.

  8. #18
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    Even if I thought it was desirable given the length of time to the AGM it would make the point moot.

    Short of extraordinary malfeasance (diversion of funds to pet programs without proper authority or something equally shocking) would be about the only situation I could even conceive of such a thing.

    I have a difficult time imagining a CFC president having a "Roseanne Barr moment" that would get us onto the front pages of newspapers in a way that discredits the CFC!

    For my money it would take an extraordinary hypothetical like that to convince me of the need to act swiftly and decisively in this way.

  9. #19
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    I have largely avoided twitter aside from a brief period in 2014. Don't go to war on too many fronts.

  10. #20
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    As pointed out above, let's not forget that this is a volunteer position. I fully support Vlad as he'd done more for the CFC than many of us will do in a lifetime. The only thing I'd like to say is that I'd remind everyone in this discussion, and on Chesstalk, that we are a small chess community in Canada. We can all bring our ideas and concerns forward in a respectful manner and would suggest that we all be respectful to each other for the good of our small chess community.

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