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Thread: 5A4 - DISCUSSION ITEMS - CFC Handbook revisions

  1. #31
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    Quote Originally Posted by Nikolay Noritsyn View Post
    I would add that we rarely have a vote to elect 7 executives as well, because there is no competition.
    You're right, Nikolay. As I recall this year we had 8 or 9 people interested in being on the Board. While this idea might seem counter-intuitive, we do have the ability to expand the board to as many as 10 Directors. Perhaps adding two more Directors-at-Large would encourage more people to consider being involved.

  2. #32

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    Quote Originally Posted by Victor Plotkin View Post
    Maybe I oversimplify it, but I see it this way (or at least Vlad thinks this way):

    1. Executive (7 persons) have 100% of the power
    2. Voting members have no power at all. They can only vote once a year to elect 7 executives.
    3. Motions are no more than just recommendations, sometimes CFC executives follow these recommendations, sometimes not. For example, executive mostly followed the motion about Olympiad, and mostly did not follow the motion about Canadian Closed.

    Again, it's just my opinion. I don't say that the situation is completely wrong, although for me as a voting member, it's uncomfortable.
    The only things that the VM really control are the fundamental changes to the organization and the right to accept or refuse changes to the bylaws after the fact most of the time. On some fundamental changes, the non-voting members can vote. That would be the case, if, for example, the CFC would try to create a new member category with one billion votes per member at the AGM or if the CFC wants to empty the Foundation. Shares with multiples votes are more often seen in possession of the founders of for profit corporations.

    For example, by putting the Olympiad selection rules in a special Bylaw, we could require a 2/3 majority of the VM to change it and restrict the directors from changing it without permission.

    There is another kind of liabilities for the CFC that can arise from the challenging of a poorly written selection policy. The experts in the field of team selection have spoken here.

    http://www.crdsc-sdrcc.ca/eng/docume...anReportEN.pdf
    http://www.crdsc-sdrcc.ca/eng/docume...on_ENG_web.pdf
    http://www.crdsc-sdrcc.ca/eng/docume...b_EN_final.pdf

    The CFC could loose a challenge of its selection based on the fact that they rule have not been clearly communicated to the players.

    All Sports Canada funded Federation have an Appeal Policy that allow to appeal a decision of the Board of Directors on very limited grounds

    An Appellant cannot challenge a decision only on the grounds that it is not favorable to him or her.
    An appeal may be heard only if there are sufficient grounds for the appeal. Sufficient grounds include, but are not limited to, the Respondent:
    Making a decision for which it did not have authority or jurisdiction as set out in governing documents;
    Failing to follow procedures as laid out in the bylaws or approved policies of ABC;
    Making a decision which was influenced by bias, where bias is defined as a lack of neutrality to such an extent that the decision-maker is unable to consider other views and/or that the decision was made on the basis of, or significantly influenced by, factors unrelated to the merits of the matter;
    Exercising its discretion for an improper purpose; and/or
    Making a decision that was unreasonable or unfair.

    That must be legal under the NFP Act.

    There is room for improvement of the role of the VM, but we must be very careful with the liability aspect because the CFC in nor insured for errors and omissions.

  3. #33
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    Quote Originally Posted by Pierre Dénommée View Post
    The only things that the VM really control are the fundamental changes to the organization and the right to accept or refuse changes to the bylaws after the fact most of the time. On some fundamental changes, the non-voting members can vote. That would be the case, if, for example, the CFC would try to create a new member category with one billion votes per member at the AGM or if the CFC wants to empty the Foundation. Shares with multiples votes are more often seen in possession of the founders of for profit corporations.
    One of the reasons that we kept the players as non-voting members instead of participants is this specific scenario of someone trying to loot the CFC foundation. It is much harder to bribe 2500 members than it is seven members of the board of directors or twenty five or so voting members.

    For example, by putting the Olympiad selection rules in a special Bylaw, we could require a 2/3 majority of the VM to change it and restrict the directors from changing it without permission.

    There is another kind of liabilities for the CFC that can arise from the challenging of a poorly written selection policy. The experts in the field of team selection have spoken here.

    http://www.crdsc-sdrcc.ca/eng/docume...anReportEN.pdf
    http://www.crdsc-sdrcc.ca/eng/docume...on_ENG_web.pdf
    http://www.crdsc-sdrcc.ca/eng/docume...b_EN_final.pdf

    The CFC could loose a challenge of its selection based on the fact that they rule have not been clearly communicated to the players.

    All Sports Canada funded Federation have an Appeal Policy that allow to appeal a decision of the Board of Directors on very limited grounds

    An Appellant cannot challenge a decision only on the grounds that it is not favorable to him or her.
    An appeal may be heard only if there are sufficient grounds for the appeal. Sufficient grounds include, but are not limited to, the Respondent:
    Making a decision for which it did not have authority or jurisdiction as set out in governing documents;
    Failing to follow procedures as laid out in the bylaws or approved policies of ABC;
    Making a decision which was influenced by bias, where bias is defined as a lack of neutrality to such an extent that the decision-maker is unable to consider other views and/or that the decision was made on the basis of, or significantly influenced by, factors unrelated to the merits of the matter;
    Exercising its discretion for an improper purpose; and/or
    Making a decision that was unreasonable or unfair.

    That must be legal under the NFP Act.

    There is room for improvement of the role of the VM, but we must be very careful with the liability aspect because the CFC in nor insured for errors and omissions.
    Since we are not funded by Sports Canada any appeals would have to go directly to court and could be very expensive.

  4. #34
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    Just to confirm Ejidijus' comment on the rating section.
    Yes, I supervise it rather closely and ran several changes through the governors during my first couple of years, the main one being the bonus system.
    It doesn't need a re-write but I could clean up some of the long winded verbiage whenever the handbook project gets off the ground.
    Paul Leblanc
    Treasurer, Chess Foundation of Canada
    CFC Voting Member

  5. #35
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    Quote Originally Posted by Richard Bowes View Post
    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.
    We still have bylaws. They just aren't the same ones we had before.

  6. #36

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    Quote Originally Posted by Vladimir Drkulec View Post
    One of the reasons that we kept the players as non-voting members instead of participants is this specific scenario of someone trying to loot the CFC foundation. It is much harder to bribe 2500 members than it is seven members of the board of directors or twenty five or so voting members.



    Since we are not funded by Sports Canada any appeals would have to go directly to court and could be very expensive.
    We can still have an appeal policy and an mandatory arbitration clause that would keep the courts out of the picture most of the time. There is no need to receive money from Sports Canada to adopt policies that lower the probability of costly litigation. There is noting in the NFP Act that grants any special powers to Sports Canada funded entities.

  7. #37
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    Quote Originally Posted by Pierre Dénommée View Post
    We can still have an appeal policy and an mandatory arbitration clause that would keep the courts out of the picture most of the time. There is no need to receive money from Sports Canada to adopt policies that lower the probability of costly litigation. There is noting in the NFP Act that grants any special powers to Sports Canada funded entities.

    Most litigation will be in a small claims court which is probably less expensive than arbitration. Arbitration is not as cheap as you seem to think. The arbitrator still has to be acceptable to both parties which seems to me to be a big stumbling block.

  8. #38

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    Quote Originally Posted by Vladimir Drkulec View Post
    Most litigation will be in a small claims court which is probably less expensive than arbitration. Arbitration is not as cheap as you seem to think. The arbitrator still has to be acceptable to both parties which seems to me to be a big stumbling block.
    Most litigation would likely not go to small claims. If Ontario small claims is as slow as its Quebec Counterpart, a player would know that he has qualified for the 2020 Olympiad in 2021. Consequently, the plaintiff would ask for an injunction which, in Quebec, only the Superior Court can grant. For non-profit incorporated under the deficient Quebec NFP Act, only the Superior Court can overrule a decision made by the the Board of Directors. Lesser courts can condemn to damage, but cannot overrule the decision. The NFP act has the same deficiency: it section 2 it define court as meaning the Superior Court which means that for all the rights granted to the members under the Act, they must go to the Superior Court and pay the Superior Fees https://laws-lois.justice.gc.ca/eng/...l=tribunal#s-2 .

    We should not believe that most lawsuit against the CFC will be in small claims court. As for the choice of the arbitrator, the Sport Dispute Resolution Centre of Canada has many arbitrators experienced in this matter. Arbitrator are usually trained to solve civil disputes, not sport disputes, so I agree that the choice of arbitrator would be important.
    Last edited by Pierre Dénommée; 12-20-2018 at 05:23 PM.

  9. #39
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    There is an element of mutual assured destruction in not going to an arbiter. Frankly, I would have more trust in a judge than I would in an arbiter who might know nothing of chess. You have more faith in the Sport Dispute Resolution Centre of Canada than I do. My experience of the legal system is that they usually but not always get it somewhat right if you stick to your guns and don't cave in to your fears in the face of adversity.

  10. #40

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    My experience with the legal system is that many victims have been forced to forfeit their rights because they couldn't afford the trial or because the cost of the trial would be higher then the amount of the damaged that the plaintiff would get. The University o Montreal has developed an online justice application the is used an BC and in Ontario but that Quebec stubbornly refuses to use.

    The reason arbitrators are use by all other National Sport Organizations has noting to do with the confidence that we might have in the arbitrator, mediation and arbitration are the only dispute resolution techniques that can produce a final solution within the required time-frame.

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