5. Proposal to amend bylaws to reflect that all Executive members are CFC Directors

[Pierre Dénommée]

Perhaps you could enlarge on that Pierre as this is something most of us are either uninformed or less informed than we might be. (In my case I've heard of it but know little about it and would be the first to admit it)

Here it is http://www.education.gouv.qc.ca/file...e_OBNL_ANG.pdf but it is based on Quebec NFP Act which differs significantly from the Canada NFP Act.

The three Levels are defined on page 10.

[Lyle Craver]

Incidentally we have all run far from the original proposal which in my opinion

(a) was a slam dunk proposition BUT

(b) not implementable at this meeting as there was no motion or resolution attached to it. In one of the earlier postings on this I asked the president for an actual resolution on the subject but clearly other matters have been a highe priority for him today which given what's currently on our collective plates is no surprise to me at all.

[Vladimir Drkulec]

Incidentally we have all run far from the original proposal which in my opinion

(a) was a slam dunk proposition BUT

(b) not implementable at this meeting as there was no motion or resolution attached to it. In one of the earlier postings on this I asked the president for an actual resolution on the subject but clearly other matters have been a highe priority for him today which given what's currently on our collective plates is no surprise to me at all.

Be it resolved that the CFC bylaws be modified to reflect the fact that the term executive is synonymous with board of directors.

OLD BYLAW
OFFICERS

Description of Offices

Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

President - The shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation and will be chair of the board, and shall be a director. When present, preside at all meetings of the board of directors and of the members. The President shall have such other duties and powers as the board may specify.

Vice-President - The vice-president of the board, if one is to be appointed, shall be a director. If the President is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify or the president may delegate.

FIDE Representative - The FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive, and shall:

• i) be the official liason between the Chess Federation of Canada and FIDE;
  
• ii) be the FIDE Zone President for Canada;
  
• iii) deal with matters relating to the FIDE Americas Continent;
  
• iv) if funding is available, at minimum, attend the annual FIDE Congresses;
  
• v) work with the Public Relations Coordinator in dealing with mainstream media on chess promotion as it relates to FIDE issues.

Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

Treasurer - If appointed, the treasurer shall have such powers and duties as the board may specify.

Youth Coordinator - The Youth Coordinator will be responsible for coordinating our participation in the World Junior Championship, the World Girls Championship, the WYCC, the Pan-American Junior and Youth Championships, The North American Junior and Youth Championships, the World Youth Chess Olympiad, and any other FIDE-related junior tournaments. The Youth Coordinator will be responsible for finding organizers for the Canadian Junior Championship and the Canadian Youth Chess Championships, and for assisting the Provincial Junior Coordinators in finding organizers for the Youth Chess Championships, and any Regional Qualifier Youth Chess Championships.


NEW BYLAW


EXECUTIVE (BOARD OF DIRECTOR) OFFICERS

Description of Offices

Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

President - The shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation and will be chair of the board, and shall be a director. When present, preside at all meetings of the board of directors and of the members. The President shall have such other duties and powers as the board may specify.

Vice-President - The vice-president of the board, if one is to be appointed, shall be a director. If the President is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify or the president may delegate.

FIDE Representative - The FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive (the directors), and shall:

• i) be the official liason between the Chess Federation of Canada and FIDE;
  
• ii) be the FIDE Zone President for Canada;
  
• iii) deal with matters relating to the FIDE Americas Continent;
  
• iv) if funding is available, at minimum, attend the annual FIDE Congresses;
  
• v) work with the Public Relations Coordinator in dealing with mainstream media on chess promotion as it relates to FIDE issues.

Other Officers - The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.


Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the director who is the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

Treasurer - If appointed, the treasurer shall be a director and have such powers and duties as the board may specify.

Youth Coordinator - The Youth Coordinator will be a director responsible for coordinating our participation in the World Junior Championship, the World Girls Championship, the WYCC, the Pan-American Junior and Youth Championships, The North American Junior and Youth Championships, the World Youth Chess Olympiad, and any other FIDE-related junior tournaments. The Youth Coordinator will be responsible for finding organizers for the Canadian Junior Championship and the Canadian Youth Chess Championships, and for assisting the Provincial Junior Coordinators in finding organizers for the Youth Chess Championships, and any Regional Qualifier Youth Chess Championships.

Other Non-Executive (Non Board Member) Officers - The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

[Lloyd Lombard]

I don't agree with limiting the numbers of Directors to a specific category of people on the Board. In my view, if we're going to amend the Bylaws , they should reflect that everyone who has a right to vote is a Director of the Board of Directors. Again, the Directors who are on the "Executive" are responsible for the day-to-day operations of the CFC. The Voting Members are already called upon to vote at General Meetings, the AGM, at Special Meetings, etc.. So, bottom line is that a distinction of a "Voting Member" makes no sense because they are in fact, "Directors" by having the power to vote. Again, I haven't practiced commercial law in many years however I have sat on a number of Boards over the years and I believe that this is consistent. In my view, any amendment should reflect that "all" Directors who have a right to vote are deemed to be "Directors" and "not" just the "Executive". If someone has a different interpretation on what I've said, then I'd be very happy to listen.

[Don Parakin]

If someone has a different interpretation ...

Hey, Lloyd, this has been spinning around in my head too (either it or my head or both are spinning). What I've got so far ...

• Larger-Scale/Separated: In larger corporations, shareholders elect a Board of Directors (BoD). The Board then creates and empowers committees such as an audit committee, a management/executive committee, etc. The most visible is the management/executive committee as it contains officers such as the CEO, CFO, COO, CIO, etc that we usually think runs the company (but at the pleasure of the board). The executive committee might use different titles such as President (CEO), Treasurer (CFO), Secretary (COO), Vice President, etc. Those are roles. A person may fill one or more role. For example, even in very large corporations, the person filling the CEO/President officer role usually also fills a Director role on the BoD (known as an "inside director"). Despite the possible overlap of people, the roles of board and executive are "separated".
• Smaller-Scale/Combined: Think of your local chess club. It probably has just officers such as President, VP, Secretary, Treasurer. No explicit and separate Board of Directors. Or, if you prefer, it has an implicit BoD where all the directors are "inside directors" because they hold roles on both the board and the management/executive committee. In other words, the executive committee and board of directors are "combined".

If you've ever been a corporate lawyer (like you) or worked mostly for large corporations (like me), you're likely coming at this from the "Larger-Scale/Separated" mindset and so may be a little confused (as am I). If you are coming from the "Smaller-Scale/Combined" mindset, you may also be a little confused as the NFP Act is based on the "separate board" mindset (but might allow for a "combined/implicit board" too; I'm not sure of that yet; need to do more reading).

Historically, the CFC has always (unconsciously) used the "combined" model but has never explicitly nor clearly stated things in the terminology of corporate law. I was a Governor in 1979-81 and am a VM now and both times I wasn't/ain't 100% certain if I was/am a Director on a very large Board or a proxy voter representing shareholders/members. I'd guess (and hope) it's the latter, a proxy voter, as being a director has legal liabilities. And I believe the CFC continues to implicitly use the "combined" model so it is sometimes confused interpreting the NFP Act, which comes from a "separated" mindset. When the VMs elect the officers of the executive committee, I believe we are also implicitly electing the directors of the Board.

So, by my reckoning ...

Again, the Directors who are on the "Executive" are responsible for the day-to-day operations of the CFC.

In a "combined" model, all executive officers are directors and all directors are executive officers. I think this is true; but not sure if it is good.

So, bottom line is that a distinction of a "Voting Member" makes no sense because they are in fact, "Directors" by having the power to vote.

Power to vote on what? That's a key question. If the VMs had only the power to vote at the AGM for directors of the board and then remained hands-off until the next AGM, then the VMs would be just proxy shareholders. But as they are often asked to vote on specific motions and resolutions, then the VMs are acting a little more like directors, as you state. Most of the current and past executive would likely insist VMs are not directors, but then ask the VMs to act a little like directors by voting on issues between AGMs. I still haven't worked this out in my mind yet.

Anywho, Lloyd, that's what I've gleaned so far. Gotta go make some more popcorn; this show is fascinating

[Egidijus Zeromskis]

Hey, Lloyd, this has been spinning around in my head too (either it or my head or both are spinning). What I've got so far ...

• Larger-Scale/Separated: In larger corporations, shareholders elect a Board of Directors (BoD). The Board then creates and empowers committees such as an audit committee, a management/executive committee, etc. The most visible is the management/executive committee as it contains officers such as the CEO, CFO, COO, CIO, etc that we usually think runs the company (but at the pleasure of the board). The executive committee might use different titles such as President (CEO), Treasurer (CFO), Secretary (COO), Vice President, etc. Those are roles. A person may fill one or more role. For example, even in very large corporations, the person filling the CEO/President officer role usually also fills a Director role on the BoD (known as an "inside director"). Despite the possible overlap of people, the roles of board and executive are "separated".
• Smaller-Scale/Combined: Think of your local chess club. It probably has just officers such as President, VP, Secretary, Treasurer. No explicit and separate Board of Directors. Or, if you prefer, it has an implicit BoD where all the directors are "inside directors" because they hold roles on both the board and the management/executive committee. In other words, the executive committee and board of directors are "combined".

If you've ever been a corporate lawyer (like you) or worked mostly for large corporations (like me), you're likely coming at this from the "Larger-Scale/Separated" mindset and so may be a little confused (as am I). If you are coming from the "Smaller-Scale/Combined" mindset, you may also be a little confused as the NFP Act is based on the "separate board" mindset (but might allow for a "combined/implicit board" too; I'm not sure of that yet; need to do more reading).

Historically, the CFC has always (unconsciously) used the "combined" model but has never explicitly nor clearly stated things in the terminology of corporate law. I was a Governor in 1979-81 and am a VM now and both times I wasn't/ain't 100% certain if I was/am a Director on a very large Board or a proxy voter representing shareholders/members. I'd guess (and hope) it's the latter, a proxy voter, as being a director has legal liabilities. And I believe the CFC continues to implicitly use the "combined" model so it is sometimes confused interpreting the NFP Act, which comes from a "separated" mindset. When the VMs elect the officers of the executive committee, I believe we are also implicitly electing the directors of the Board.

So, by my reckoning ...

In a "combined" model, all executive officers are directors and all directors are executive officers. I think this is true; but not sure if it is good.


Power to vote on what? That's a key question. If the VMs had only the power to vote at the AGM for directors of the board and then remained hands-off until the next AGM, then the VMs would be just proxy shareholders. But as they are often asked to vote on specific motions and resolutions, then the VMs are acting a little more like directors, as you state. Most of the current and past executive would likely insist VMs are not directors, but then ask the VMs to act a little like directors by voting on issues between AGMs. I still haven't worked this out in my mind yet.

Anywho, Lloyd, that's what I've gleaned so far. Gotta go make some more popcorn; this show is fascinating

A nice summary.

imho, the model is slightly larger than the chess club -- the CFC has more personal who works (don't understand as employees). The "proxies" are VMs - Class A members. In the transition to new NFPA requirements, the discussion what to do with members. Letting all members be voting ones was also a possibility (I think that would be an analog of US chess federation). But governors wanted to governor -- thus a special class A member. Definitely they are not directors per NFPA.

[Don Parakin]

The "proxies" are VMs - Class A members. ... Definitely they are not directors per NFPA.

I self-direct my own retirement savings so I am a shareholder of many corporations. Once a year, I vote for board members and maybe a few special resolutions. I have never been asked to vote on anything again, not until the next AGM.
I have heard of exceptions to that but they are rare. If shareholders were asked to vote several times throughout the year, there would be "too many cooks" and a lot less would get done.

As a VM, should I only be voting once a year for board members (and executives, since the CFC is "combined") and maybe a few special resolutions? And then wait until the next AGM?

[Egidijus Zeromskis]

As a VM, should I only be voting once a year for board members (and executives, since the CFC is "combined") and maybe a few special resolutions? And then wait until the next AGM?

That for VMs to decide. The current practice is to have quarterly meetings. imho, a smoothly prepared organization should not need nannies so often. The meetings became more on the information type - what's going on. A long letter could be send out for that.

[Don Parakin]

That for VMs to decide.

Now that's something to think about. Not for this meeting, of course, but I guess the VMs could also decide to move from a "combined" to a "separated" model. Might reduce the organizational inertia.

[Pierre Dénommée]

A nice summary.

imho, the model is slightly larger than the chess club -- the CFC has more personal who works (don't understand as employees). The "proxies" are VMs - Class A members. In the transition to new NFPA requirements, the discussion what to do with members. Letting all members be voting ones was also a possibility (I think that would be an analog of US chess federation). But governors wanted to governor -- thus a special class A member. Definitely they are not directors per NFPA.

This is not the way that the CFC Operate. Many officers are appointed by the VM (Chess Foundation, Pungi Fund, Rating Auditor, Women' Coordinator) and the bylaws should be amended to reflect this reality.