4.6A Nomination for General/7th Director Position (formerly Past-President

[Fred McKim]

This is news to me .... but I assume it goes like this.

We need to have at least 7 Directors (Executive). We cannot have any unelected Executive (I'm assuming this is the new rule). If we had known about this earlier we could have selected one of the former non-executive director positions as a director position.

Alternatively we could call this position "Senior Advisor" or something.

[Michael Barron]

This is news to me .... but I assume it goes like this.

We need to have at least 7 Directors (Executive). We cannot have any unelected Executive (I'm assuming this is the new rule). If we had known about this earlier we could have selected one of the former non-executive director positions as a director position.

Fred, this is news not only for you...

Do we have any rules at all?
Or we now have to do whatever the President say?

[Lyle Craver]

Probably the biggest no-no in the new Federal NFP is 'thou shalt not have unelected Executive members'.

I remain mystified how the Feds can demand this since tons of non-profits have past presidents on boards but I'm told that that's the case though have not had time to independently read the Act through and through.

The part about 'ex officio' directors says (https://www.ic.gc.ca/eic/site/cd-dgc...g/cs05004.html)

In the section "Electing the Directors" it says:
The general rule that the members must elect the directors means that it is not permissible to have ex officio directors (i.e., persons who hold office "ex-officio" or "as of right", without the need to be elected by members).

A person must consent to be a director of a corporation. Persons who have been elected or appointed as directors and are present at the meeting when the election or appointment took place, are deemed to have consented to serve as directors, unless they refuse. However, if they are not present at that meeting, they must either (a) consent to their election, in writing, before that meeting or within 10 days after that meeting or (b) act as a director after the election or appointment.

I'm not specifically sure where the '7 directors' thing comes from and hope Vlad can help us on this since it doesn't seem to be in the Act. I presume this is based on our past practice. I definitely think it IS useful to have an odd number of directors but I don't see the exact reference.

[Sasha Starr]

This is news to me .... but I assume it goes like this.

We need to have at least 7 Directors (Executive). We cannot have any unelected Executive (I'm assuming this is the new rule). If we had known about this earlier we could have selected one of the former non-executive director positions as a director position.

Alternatively we could call this position "Senior Advisor" or something.

Are you trying to get an advise from Mark Dutton?

[Fred McKim]

Are you trying to get an advise from Mark Dutton?

No. No. I was just commenting on the fact that there is no formal title for this "7th / General" Director. So far the only nomination is Mark Dutton, who sat on the Board of Directors last year, as past-president.

Any CFC member can be nominated for this position.