CFC President
Five voting members can definitely call for a meeting at which they can override the executive and even remove the executive if they can convince a majority of the voting members. Removal requires a majority of votes cast. Fifty percent plus one.Originally Posted by Lyle Craver
CFC Voting Member
From my reading of Lyle's post, I take it his frustration is with the unofficial nature of how this all began - the unannounced straw-poll. There was no motion from VMs nor a formal vote by the executive. It was simply the president opting for the route he most preferred. But Lyle's free to dispute my interpretation of his words.
CFC Secretary
Obviously I'm well aware it does not require a super-majority to remove someone.
That said there is no mandate to require ALL Assembly members to constantly monitor ALL forums to ensure there's no 5 members agreeing to anything in particular.
While I was aware the president was ginning up support for a special meeting to avoid calling an executive vote on the vacancy as was his duty, it's been an exceptionally busy time for me both at work and my extracurriculars. Neither was there the usual consultation on meeting dates this time around. It seems this is to be "the new normal".
Plain and simply the president chose to go DIRECTLY to a VM meeting rather than letting the Executive have their vote on the FIDE Rep spot as was their right under our bylaws. ONLY then could there be a VM petition to overturn a decision which we never got to make because we as a board were not allowed to make it in the first place.
I find it exceptionally hard to fathom the president felt he needed to interpret a forum poll as a mandate for a special meeting to overturn a decision that the Executive had the right under our bylaws to make because he had refused to call a vote they had a right to vote on.
However since the board's candidate has chosen to withdraw all this is now moot. And added additional agenda items that were NOT part of the original online "vote" to hold a special meeting.
Sorry but when I say this whole matter has been very poorly handled this is precisely what I mean.
CFC Voting Member
Lyle, thank you very much for clarification!
I'm not disputing CFC rules at all. But given a choice, don't you think though that the position of FIDE representative is of such importance, directly affecting so many Canadiens - players, arbiters, etc., that it is much better to have as wide body of CFC Members as possible to participate in the decision making process? If true, then Voting Members' Assembly is much more representative body then six executives. Most of them don't have any experience in the International Chess politics anyway. One who had - Hal Bond - when disagreed with certain executive's decision has promptly resigned putting at risk his professional chess carrier.
Wondering why there are no more executive's resignations?
Sasha Starr, VM
Last edited by Sasha Starr; 02-21-2021 at 07:45 PM.
CFC President
Where are you reading that? My reading of our bylaws gives that right for non-elected officers. That would mean someone like Bob. You might make a case for people like the magazine editor and rating auditor and so on.
https://www.millerthomson.com/en/pub...d-replacement/
.
The rules for replacement of directors are found in the NFP act. There two sets of possibilities there depending on whether all the directors are seated and the vagueness of the language as to the meaning of all directors. This made simply choosing a director a risky decision as one interpretation might have been that if all of the directors are not seated (ie ten of them) then the decision should go to a meeting of the voting members.
https://www.millerthomson.com/en/pub...d-replacement/
Filling vacancies
A vacancy created by the removal of a director of a CNCA corporation may be filled at the meeting of the members at which the director is removed or, if not so filled, may be filled by the remaining directors. Generally, a quorum of directors may fill a board vacancy, except where the vacancy results from an increase in the number of directors provided for in the articles or a failure to elect the number of directors provided for in the articles. Such vacancies must be filled by the members at a special meeting.
There are only two exceptions to the general rule that the members must elect the directors of the corporation. First, the articles can permit the directors to appoint additional directors between annual meetings to hold office for a term that must expire on or before the next annual meeting of members. This is permitted as long as the total number of appointed directors is not more than one-third of the number of directors elected at the previous annual meeting (refer to subsection 128(8) of the NFP Act). If the articles do not permit the directors to appoint additional directors, the articles must be amended by filing Form 4004 – Articles of Amendment (see Federal corporation forms) and paying the fee (see Services, fees and processing times – NFP Act). For more information, see Changing the structure or nature of the corporation; you can also refer to subsection 132(1) of the NFP Act.
The second exception allows a vacancy on the board to be filled by the directors, as long as there is a quorum on the board to participate in filling the vacancy (see Directors terms and vacancies on the board of directors; you can also refer to section 132 of the NFP Act).
https://corporationscanada.ic.gc.ca/...g/cs05004.html
If a vacancy occurs on the board of directors, the remaining directors can continue to exercise all the powers of directors as long as the number of remaining elected directors constitutes a quorum, that is, a majority of the directors, or the minimum number of directors required at a meeting, unless otherwise specified in your corporation's by-laws (refer to subsection 136(2) of the NFP Act).
A vacancy on the board can arise for a variety of reasons (refer to subsection 128(7) of the NFP Act), including:
- a resignation
- the removal of a director by the members
- an increase in the number, or in the minimum or maximum number, of directors provided for in the articles or
- members not electing, from among the candidates, the number of directors or the minimum of directors required by the articles, because a candidate:
- did not consent to act as a director
- did not meet the qualifications
- was incapable of serving as a director, or
- died.
When a vacancy is filled, the director appointed or elected to fill the vacancy holds office for the unexpired term of his or her predecessor (refer to subsection 132(6) of the NFP Act).
Depending on how the vacancy was created, the method of filling the vacancy can vary. Specifically:
- If a vacancy is created as a result of a director being removed from office at a meeting of the members, the members can elect another person to act as director (refer to subsection 130(3) of the NFP Act). If such a vacancy is not filled by the members at that meeting, a quorum of the directors can fill the vacancy after that meeting by appointing another person to be a director (refer to subsection 132(1) of the NFP Act).
- If there is not a quorum of the directors or if a vacancy is created as a result of an increase in the number or the minimum or maximum number of directors provided for in the articles, or a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office must call a special meeting of members to fill the vacancy (refer to subsections 132(1) and (2) of the NFP Act).
Last edited by Vladimir Drkulec; 02-21-2021 at 09:48 PM.
CFC Voting Member
Vlad, after reading all other related posts, I think, here is the essence of what happened: you contacted various voting members... These are the key words.
This is exactly what you shouldn't do in this situation according to the bylaws. Instead you should call for Executive vote on this matter.
Five percent of the voting members can call a special meeting on some issue if this is their initiative. In this case, they shouldn't be involved, and even shouldn't be informed about the matter - at least until Executives would make their vote.
CFC Voting Member
From my earlier post:
The position of FIDE representative is of such importance, directly affecting so many Canadiens - players, arbiters, etc., that it is much better to have as wide body of CFC Members as possible to participate in the decision making process. If true, then Voting Members' Assembly is much more representative body then six executives. Most of them don't have any experience in the International Chess politics anyway.
Sasha Starr, VM.
CFC Voting Member
I find it humorous how Vlad thinks he can count on me to be a 'yes' vote on a 'lets be democratic and have the voting members decide' mission to further his undemocratic ambitions (after losing 5-2 on the issue with the Executive). This little intrigue worked. No regrets, I am glad that there is a meeting and issues are being discussed in the open. I am not sure why Dutton and Craver are only publicly voicing their opinions now, since the meeting is already happening - its too late. This could have been done weeks ago. Why are you allowing the president to bypass Executive decisions?
CFC Voting Member
The issue in the post you quoted isn't involving the VMs, it's contacting a subset of them to ask their opinion, followed by an informal poll that wasn't announced to decide direction. The president shouldn't be reaching out to VMs of his choosing to solicit opinions, either it's a matter for the VMs, or it isn't.
CFC President
You are just so wrong. Show me in the articles where the board has the right to fill the board position. That is what the NFP act requires. Here are the articles. The bylaw for officers refers to general officers and not members of the board unless you are believing that the board can remove someone with a simple majority vote from the board of directors. We have in our handbook policies that the president fills vacancies on the board. We have in our bylaws that the board can appoint officers but we really don't have any authorization for replacement except through an election unless you are trying to stretch words beyond their first intention.
https://www.upcounsel.com/corporate-officer-definition
Overview of Corporate Officers
Corporate officers are high-level management executives hired by the business's owner or board of directors. Examples include the organization's chief executive officer (CEO), chief financial officer (CFO), treasurer, president, vice president, and secretary. Officers can also be shareholders and directors but don't necessarily have to be. They have the authority to act on behalf of the corporation, including contract authority. A corporation can have any number of officers and an individual can hold any number of offices. In fact, in small corporations, the same person may hold every office.
An officer can be terminated by the board of directors at any time, though whether it must be done for cause and the number of votes needed for removal vary depending on company bylaws. If an officer resigns, the company is still responsible for prior contractual obligations entered into by that person.
SCHEDULE A
Canada Not-for-profit Corporations Act (NFP Act)
Form 4031 - Articles of Continuance (transition)
To be used only for a continuance from the Canada Corporations Act, Part II.
1. Current name of the corporation
THE CHESS FEDERATION OF CANADA
LA FEDERATION CANADIENNE DES ECHECS
2. If a change of name is requested, indicate proposed corporate name
3. Corporation number
0159794
4. The province or territory in Canada where the registered office is situated
ONTARIO
5. Minimum and maximum number of directors (for a fixed number, indicate the same number in both boxes)
Minimum number 3
Maximum number 10
6. Statement of the purpose of the corporation
The purpose(s) of the corporation is:
To promote and encourage generally in Canada, the knowledge, study and playing of the game of chess, and to this end, and without restricting the generality of the foregoing.
1. TO promote the formation and development of a Provincial Association, in each Province of Canada, where such Association does not presently exist, and to this end, to cooperate with existing clubs and leagues within such Province;
2. TO cooperate with existing Provincial Associations, in all matters pertaining to the development of organized chess within their Province, and to this end to encourage matches, tournaments, competitions, correspondence or telegraphic or radio matches, at all levels in Canada, and simultaneous, blindfold or other displays by chess masters;
3. TO maintain appropriate affiliation with the international chess organization, known as the Fédération International des Echecs, hereinafter referred to as FIDE;
4. TO publish and maintain the Laws of Chess in Canada, consonant with any decisions in such matters published by FIDE, and the Rules and Regulations (excepting local Rules and Regulations not in conflict with them) governing chess competitions held under the auspices of the Federation, or any of its affiliates, or its authorized appointees;
5. TO protect and foster the interests of Canadian Chess players, as far as possible, in the field of national and international chess competition;
6. TO encourage with all means within its power, and at its discretion, the publication of a medium from which chess players may learn of the progress of chess in Canada, and which will be the official organ of the Federation for the publication of its decisions;
7. TO raise funds in such a manner and to such an extent as it may deem necessary or desirable, to enable it to carry out its objectives;
8. TO expend any funds in its possession or under its control, in any manner or degree, in its entire discretion, for the furtherance of the general objectives of the Federation;
9. TO establish and maintain, in co-operation with its membership, a rating system, which shall constitute an official record from time to time, of relative chess ability throughout Canada.
7. Restrictions on the activities that the corporation may carry on, if any
None
8. The classes, or regional or other groups, of members that the corporation is authorized to establish
The corporation is authorized to establish Class A members and Class B members as follows:
The Class A members shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and each Class A member shall have one (1) vote at each such meeting, except for meetings at which only members of another class are entitled to vote separately as a class.
Except as otherwise provided by the Canada Not-for-profit Corporations Act, S.C. 2009, c.23 the Class B members shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.
9. Statement regarding the distribution of property remaining on liquidation
Any property remaining on liquidation of the Corporation, after discharge of liabilities, shall be distributed to one or more qualified donees within the meaning of subsection 248(1) of the Income Tax Act.
10. Additional provisions, if any
See schedule 1
11. Declaration
I hereby certify that I am a director or an authorized officer of the corporation continuing into the NFP Act.
Last edited by Vladimir Drkulec; 02-21-2021 at 09:26 PM.
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