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Thread: 5A4 - DISCUSSION ITEMS - CFC Handbook revisions

  1. #11
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    For the youth section I would simply take what we have now and also group the information in other sections relevant to youth into the revised handbook. I am less interest in changing it and more interested in making it clear to organizers, chessplayers, and parents. It can be changed later if that is the will of the voting members.

  2. #12

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    Quote Originally Posted by Vladimir Drkulec View Post
    Laws have changed. We will follow the laws. There was no chance that the handbook could have been incorporated into an NFP compliant framework in the time frame which we had back then. Few people seem to understand how close we were to losing our non-profit status and foundation funds at that time. I spent a great deal of time then to make sure that the CFC survived. Even at the last minute there were many governors that wanted to reject the continuation at which point I probably would have had to give up and hand the whole file over to lawyers who probably would have charged us many tens of thousands of dollars to get us to the same point by the looming deadline which was only a few months away. Remember the first stab at continuation was rejected by the voting members. I learned from the mistakes of the first committee and had a very open process which played out over many CFC meetings with lots of consultations with the then governors who became voting members voting on every clause before we got to the point that we could vote on the whole continuation.

    We don't need the smoking bylaws in our new handbook as we have in the old handbook. Those are covered under municipal, provincial and federal laws. We need an operating manual which tells people what to do to organize a tournament or bid on a tournament or qualify for things like the WYCC/WCCC or be a head of delegation at a youth tournament and so on.
    After the first rejection by the Governors, the next proposal took an eternity, many months, before being submitted again to the Governors. Waiting for the last moment to submit the continuation has been a bad decision and it can easily be seen as applying pressure on Governors to secure a Yes vote to a poor Constitution.

    I had the Constitution of a chess League approved by Industry Canada in less then 48 hours and my constitution is not a cut and paste of information found on Industry Canada site. Complying with the Law while adding domain specific content to a Constitution is quite easy. I still need to do the Bylaws, but those are only filed with IC, they do not require approval. Founding something new is easier because I did not have to get the approval of 60 other persons, but writing a customized compliant constitution is not hard. The CFC could easily have done it if a first draft copy a new improved Constitution has been submitted to the Governor one month after the first rejection.

  3. #13

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    Quote Originally Posted by Vladimir Drkulec View Post
    L

    We don't need the smoking bylaws in our new handbook as we have in the old handbook. Those are covered under municipal, provincial and federal laws. We need an operating manual which tells people what to do to organize a tournament or bid on a tournament or qualify for things like the WYCC/WCCC or be a head of delegation at a youth tournament and so on.
    The advantage of a real Bylaw is that IC has a copy which makes in quite official.

  4. #14
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    I'm really not certain what is being argued here however I will simply note that legislation is, for all intents and purposes, the requirements which must be fulfilled (or not surpassed) by an organization which seeks to be under the legislation's umbrella. A Constitution and Bylaws (can be one document, but better if two separate documents)define what the organization is about, its goals, objectives, and its organizational structure, including officers, meetings, elections, etc. I found a document based out of BC which I thought may be helpful to this discussion, here’s a "copy and paste" of part of the website:

    http://d3n8a8pro7vhmx.cloudfront.net...pdf?1401252010


    "What I wanted to note in the document is:

    STEP FOUR: Decide On the Contents of Your By-laws.
    While a Society’s Constitution defines its goals and objectives, its by-laws define its daily
    management rules. The Society Act (section 6) requires that every Society’s by-laws address the
    following issues:
    1) The terms under which a person may be admitted to the Society.
    2) The rights of members of the Society.
    3) The duties of members of the Society.
    4) The conditions under which a member ceases to be in "good standing".
    5) The conditions under which a person's membership in the Society ceases.
    6) The manner, if any, in which a member may be expelled.
    7) The procedure for calling general meetings.
    8) The voting rights of members at general meetings.
    9) A statement of whether proxy voting is permitted and if so, provisions for it.
    10) The method by which Directors of the Society are to be appointed.
    11) The duties of the Directors.
    12) The powers of the Directors.
    13) The remuneration (if any) to be paid to the Directors.
    14) The manner in which Directors may be removed.
    15) The method by which the Officers of the Society are to be appointed.
    16) The duties of the Officers.
    17) The powers of the Officers.
    18) The remuneration (if any) to be paid to the Officers.
    19) The manner in which Officers may be removed.
    20) The methods under which the Society may exercise its power to borrow money.
    21) The manner in which the minutes of the members' meetings and Directors' meetings of
    the Society are to be prepared and kept.

    Your Society’s by-laws are by no means restricted to the above-noted items. You may include
    additional items and you should include any by-laws required to clarify the structure and
    procedures of your Society. You may, for example, include provisions:
    1) allowing or restricting minors and/or corporations from membership (section 7(5));
    2) for the transfer of a member's interest in the Society (section 9);
    3) for the establishment of branch Societies (section 18(1));
    4) allowing or restricting a Director who has an interest in a contract or transaction with the
    Society from being included in a quorum requirement at a Directors' meeting at which this
    contract or transaction is approved (section 28(2));
    5) authorizing or restricting the Society from investing in certain types of securities (section
    32(3));
    6) governing the inspection of certain documents by members and Directors (section
    37);
    7) for increasing a quorum for general meetings to more than three (section 61);
    8) setting membership dues;
    9) establishing procedures for general meetings, Directors' meetings, the establishment of
    committees, and the use of the Society’s seal of the Society; and
    10) regarding the auditor’s responsibilities.
    NOTE: In some instances, the Society Act provides default rules regarding defined issues which
    operate automatically unless a Society provides otherwise."

  5. #15
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    Quote Originally Posted by Pierre Dénommée View Post
    After the first rejection by the Governors, the next proposal took an eternity, many months, before being submitted again to the Governors. Waiting for the last moment to submit the continuation has been a bad decision and it can easily be seen as applying pressure on Governors to secure a Yes vote to a poor Constitution.

    I had the Constitution of a chess League approved by Industry Canada in less then 48 hours and my constitution is not a cut and paste of information found on Industry Canada site. Complying with the Law while adding domain specific content to a Constitution is quite easy. I still need to do the Bylaws, but those are only filed with IC, they do not require approval. Founding something new is easier because I did not have to get the approval of 60 other persons, but writing a customized compliant constitution is not hard. The CFC could easily have done it if a first draft copy a new improved Constitution has been submitted to the Governor one month after the first rejection.
    It took several months because there was a change of administration and demoralization of the original committee who basically threw up their hands and gave up. Given the mistakes the original committee was criticized for which was a lack of consultation there was a series of consultations over three or four meetings before we had general agreement on the broad outline of the new bylaws and articles of continuation. There were still four or five months until the deadline so there was no brinksmanship though I would probably have resigned and thrown it back to the voting members if it had not been accepted after so much discussion. We actually could have dragged it out for a few more years because the government extended the deadline though we had no way of knowing that when we finally managed to cross the finish line.

  6. #16
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    It would have been a simple matter to review the CFC by-laws with a view to transferring the most relevant ones to the new corporation. This would have allowed a streamlining and update of the old constitution. However, since this wasn’t done and the Handbook is now considered just a statement of policies it would appear that all authority rests with the executive now and governors are just window dressing to be called on at the whim of the executive. Based on the comments it appears that there are no longer any by-laws establishing an assembly of governors and their authority. I’m surprised that the governors sanctioned their own demise.

  7. #17

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    Quote Originally Posted by Richard Bowes View Post
    It would have been a simple matter to review the CFC by-laws with a view to transferring the most relevant ones to the new corporation. This would have allowed a streamlining and update of the old constitution. However, since this wasn’t done and the Handbook is now considered just a statement of policies it would appear that all authority rests with the executive now and governors are just window dressing to be called on at the whim of the executive. Based on the comments it appears that there are no longer any by-laws establishing an assembly of governors and their authority. I’m surprised that the governors sanctioned their own demise.
    The Authority of the VM comes from the NFP Act, not from the Bylaws. Actually, using the Bylaws to increase the power of the VM would be illegal. The VM could gain more power with a unanimous member agreement, but getting anything unanimously from the former Governors would have been almost impossible.

    With the exception of the Bylaws that require a special majority of the VM to be modified, the normal rules is that the board of Director, it is no longer called the executive, can modify any Bylaw, the changes may come in force immediately. All modification to the Bylaw must be presented at the next AGM where can can be accepted or rejected.


    Quote Originally Posted by NFP Act
    152 (1) Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the corporation, except in respect of matters referred to in subsection 197(1).
    The VM may introduce a bylaw and it can have a 2/3 majority requirement and it can even prevent the board of directors from modifying it without the VM permission. Modification to the Bylaws works as in 152 (1) unless Unless the articles, the by-laws or a unanimous member agreement otherwise provides. This sentence gives all latitude to the VM to introduce rigid bylaws but before doing that, we must take into considerations that the director must enjoy a minimum freedom of operation because, they are the one who are responsible even if they delegate any of their authority.

    Quote Originally Posted by NFP Act
    Directors and Officers
    Duty to manage or supervise management

    124 Subject to this Act, the articles and any unanimous member agreement, the directors shall manage or supervise the management of the activities and affairs of a corporation.
    According to 124, the Bylaws cannot impede the directors ability to manage the corporation. This is a problem that can be circumvented but adding a section about the Handbook in the articles at the cost of 200$.

  8. #18
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    There was a long and sometimes tedious educational process in getting the CFC continuation. Some governors had the opinion that they were the board of directors but that was simply unworkable. No sane person would serve on the board (or executive) under those circumstances. Further, no sane person who understood all the implications and legal liability would want to be a voting member under those circumstances.

    I really don't think we should be doing things that unnecessarily increase the government's revenue on the backs of the CFC members.

  9. #19
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    Thanks for your comments Pierre. The by-laws contained provisions relating to the governance of the CFC. They set out the limits of authority for the executive members and the governors. The NFP Act streamlines the governing process by removing the need for such by-laws to empower the directors. However, it doesn’t prohibit limiting the power and authority of the directors. The articles and by-laws can be used to establish limits on the authority and powers of the directors, all in accordance with the Act. This should have been done to some extent but wasn’t. In any event I won’t belabor the point further as I can see that this isn’t an issue for the members. I was trying to understand my role as a governor and from what I can determine now that role is vastly reduced from what it was previously under the Handbook.

  10. #20
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    Quote Originally Posted by Richard Bowes View Post
    I was trying to understand my role as a governor and from what I can determine now that role is vastly reduced from what it was previously under the Handbook.
    As I see it the three most important roles for the Voting Member are the following:
    1) Elect the CFC Board of Directors
    2) Set CFC Policy
    3) For Provincially elected VM's, represent their regular members.

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