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.
Originally Posted by Vladimir Drkulec
