Discipline of members

[Pierre Dénommée]

The proposed Discipline of members motion is disastrous. The Act does not require such drastic measure. Maybe a site setup by the Conservative Government could yield such a text but the Conservative knows nothing about non-profits. If they knew what they were doing, this would be our NFP Law http://www.legifrance.gouv.fr/affichTexte.do?cidTexte=LEGITEXT000006069570&dateTexte=20090506 . Something short and easy to comply with for everybody except for the Parti Québécois :D.

The proposed discipline of members text would be worse then the members have no rights stance that has been in our handbook for a very long time. The power given to the board to suspend for no good reason is sending the following message to prospective members: please pay, we reserve the right to expel you for any reason. The possibility that 10 years or 15 years in the future the Board of directors will be populated with dictators is a possibility that has not been properly covered in this clause. A dictator will simply terminate all voting members that do not support him, period! I have seen it in Quebec. It should at least been mentioned that the appeal is suspensive: the member is no longer suspended until the voting members final decision. Otherwise, all annoying voting members will be suspended before the Appeal is heard. The board of Director is in Conflict of Interests when it suspends members: suspension can easily been perceived of a way of getting rid of those who criticized the board decisions. The Act permits discipline of the members to be done by a Committee of the members independent from the Directors. This is certainly a better choice.

A much worse thing is that there has been no discussion about the simple fact that chess players do not need to be members of the CFC, the status of registered participant is sufficient to play chess. Discipline of the registered participants is already in our Code of Ethics. This way, discipline of members would only apply to voting members.


The appeal to the AGM clause is likely illegal and if legal, goes into the Act of incorporation, not in the Bylaws because the latter cannot limit the power of the board of directors.

There are still a few oddities in the model bylaws.

[Vladimir Drkulec]

The proposed Discipline of members motion is disastrous. The Act does not require such drastic measure. Maybe a site setup by the Conservative Government could yield such a text but the Conservative knows nothing about non-profits. If they knew what they were doing, this would be our NFP Law http://www.legifrance.gouv.fr/affichTexte.do?cidTexte=LEGITEXT000006069570&dateTexte=20090506 . Something short and easy to comply with for everybody except for the Parti Québécois :D.

Alas I cannot deal with what the law should be. I can only deal with what the law is.

http://laws-lois.justice.gc.ca/PDF/C-7.75.pdf



The proposed discipline of members text would be worse then the members have no rights stance that has been in our handbook for a very long time. The power given to the board to suspend for no good reason is sending the following message to prospective members: please pay, we reserve the right to expel you for any reason. The possibility that 10 years or 15 years in the future the Board of directors will be populated with dictators is a possibility that has not been properly covered in this clause.

I would hope that the voting members would refrain from populating the board of directors with dictators. It would not be much fun to work with such people. If perchance the voting members did make such a mistake they could easily undo it with the following provision:

Removal of directors
130. (1) The members of a corporation may
by ordinary resolution at a special meeting remove
any director or directors from office.


A dictator will simply terminate all voting members that do not support him, period! I have seen it in Quebec. It should at least been mentioned that the appeal is suspensive: the member is no longer suspended until the voting members final decision. Otherwise, all annoying voting members will be suspended before the Appeal is heard. The board of Director is in Conflict of Interests when it suspends members: suspension can easily been perceived of a way of getting rid of those who criticized the board decisions. The Act permits discipline of the members to be done by a Committee of the members independent from the Directors. This is certainly a better choice.

With the bylaw we are proposing if the dictators started such a process the aggrieved member doesn't have to wait, he can combine with three voting members to force a special meeting of the voting members which will deal with the situation.


A much worse thing is that there has been no discussion about the simple fact that chess players do not need to be members of the CFC, the status of registered participant is sufficient to play chess. Discipline of the registered participants is already in our Code of Ethics. This way, discipline of members would only apply to voting members.

Chess players do not have to be members of the CFC. I agree with that. It seems to me if we remain a nonprofit corporation in Canada doing what we do now it is to our advantage to avoid becoming a soliciting nonprofit corporation which we automatically become if we raise more than $10,000 in one year from the government, public or publicly funded non-profit corporations. Members, member spouses and member relatives are not considered the public for purposes of this provision. So we can raise $20,000 to send a chess olympiad team to the next olympiad based on contributions from our members without triggering this change in our status. If we make the non-voting members participants and then ask for funding from registered participants then we may have to become a soliciting corporation and undergo all of the expenses associated with this which are almost exclusively accounting costs. By my calculation if we raise $9,999.99 in a fiscal year we have no problem. If we raise one more penny from non-members in a fiscal year then that will trigger costs of at least $13,520 over the next three years if we do not receive another donation again. At least that is what the rules seem to be according to the government's website.



The appeal to the AGM clause is likely illegal and if legal, goes into the Act of incorporation, not in the Bylaws because the latter cannot limit the power of the board of directors.

I am not sure why you believe that the bylaws cannot limit the power of the board of directors. I have to suppose that the model bylaws and bylaw builder provided to us by the government reflect model bylaws for corporations as they purport to and that modeling our bylaws based on these model bylaws will result in a successful application. If I am wrong on this count I will find out quickly after the April meeting of the governors at which point I will contact members of Parliament and generally make a nuisance of myself and ask them to make sure that their website corresponds to reality in some concrete and useful ways.

PART 10
BY-LAWS AND MEMBERS
By-laws 152. (1) Unless the articles, the by-laws or a
unanimous member agreement otherwise provides,
the directors may, by resolution, make,
amend or repeal any by-laws that regulate the
activities or affairs of the corporation, except in
respect of matters referred to in subsection
197(1).

Member approval
(2) The directors shall submit the by-law,
amendment or repeal to the members at the
next meeting of members, and the members
may, by ordinary resolution, confirm, reject or
amend the by-law, amendment or repeal.

Effective date (3) Subject to subsection (5), the by-law,
amendment or repeal is effective from the date
of the resolution of the directors. If the by-law,
amendment or repeal is confirmed, or confirmed
as amended, by the members it remains
effective in the form in which it was confirmed.

Ceasing to have effect
(4) The by-law, amendment or repeal ceases
to have effect if it is not submitted by the directors
to the members as required under subsection
(2) or if it is rejected by the members.


There are still a few oddities in the model bylaws.

I welcome such comments and discussion but we do have to base our discussion on what is in the act and not what is on some consultant's website whose self-interest is in making you believe that things are more complicated than they actually are.

[Vladimir Drkulec]

To make things clear Pierre has been very helpful in the CFC NFP compliance process. If I disagree with him on certain issues that does not negate his contributions which have been many.

[Pierre Dénommée]

Thank you!

The relevant guide for writing bylaws is http://wavepointconsulting.ca/wp-content/uploads/2013/02/Making-Sense-of-the-New-Canad-Not-for-Profit-Corpt-Act-CSAEbook.pdf beginning on page 29. It contains an extensive list of all bylaw choices possible under the Act. For Discipline of the members, the sole requirement of the Act is that section 158 empowers corporations to build into their articles or by-laws the power to authorize “the directors, the members or any committee of directors or members of a corporation” to discipline or terminate the membership of a member. If this power is built into the articles or by-laws, it must include description of the circumstances and manner in which it may be exercised. There are no other requirements.

The CFC already has a discipline of the members provision, it it described on page 13 of this GL http://www.chess.ca/sites/default/files/06-07gl2.pdf . Contrary to the text voted in February, this text is specific to Chess, rather the a generic text that could apply to a golf club or a private club. Fortunately, the Courts of Law, at least those with a French Law background, would never enforced the text that has been voted. The CFC is a monopoly, being thrown out of the CFC causes a big tort to the victim. The suspension clause in the model bylaws is intended for private non-profit. Being expelled from the Royal Montreal, a golfer can still join another club, qualify for the PGA ... Out of the CFC, a player international career is over. Contrary to a private club, joining the CFC is a right, not a privilege. UN has adopted texts on the right to sports and recreation. A serious cause is required for an expulsion from a NSO.

The model bylaws made a choice on many issues, but this choice is not the only choice. A better job would have been done getting a copy of already approved bylaws of other NSO such as Alpine Canada, Basketball Canada, Hockey Canada... The majority of those Federations are likely to be already compliant. For example http://cdn.agilitycms.com/hockey-canada/Corporate/About/Downloads/2013_14_articles_bylaws_e.pdf is not even remotely looking like the model bylaws.

For the CFC Transition, almost nothing has been done because Ottawa will not see the bylaws, it will only see the Act of Incorporation. Very important things are not always in the bylaws. The chief example being the notion of Control.

Canada Not-for-profit Corporations — February 6, 2014
4
Control
(3)
For the purposes of this Act, a body cor-
porate is controlled by a person or by two or
more bodies corporate if
(a)
shares or memberships of the body cor-
porate to which are attached more than 50
per cent of the votes that may be cast to elect
directors of the body corporate are held, oth-
er than by way of security only, by or for the
benefit of that person or by or for the benefit
of those bodies corporate; and
(b)
the votes attached to those shares or
memberships are sufficient, if exercised, to
elect a majority of the directors of the body.

Control is also used by CRA. If any province is able to elect 50% or more of the board members, this province legally controls the CFC and should add the CFC revenues to its income declaration. Measures preventing Control by a single member must be included in the new Act of Incorporation. There is more then one way to prevent that: reducing the number of class A members of the offending province, increasing the number of class A members of the other provinces or restructuring the CFC to allow affiliation on a basis other then provincial and splitting of the offending province into two or more affiliates.

What we put in the Act of Incorporation can only be changed by the class A members. It is extremely important to correctly split the text between the hard to modify Act and the easy to modify bylaws.

[Vladimir Drkulec]

Thank you!

The relevant guide for writing bylaws is http://wavepointconsulting.ca/wp-content/uploads/2013/02/Making-Sense-of-the-New-Canad-Not-for-Profit-Corpt-Act-CSAEbook.pdf beginning on page 29. It contains an extensive list of all bylaw choices possible under the Act. For Discipline of the members, the sole requirement of the Act is that section 158 empowers corporations to build into their articles or by-laws the power to authorize “the directors, the members or any committee of directors or members of a corporation” to discipline or terminate the membership of a member. If this power is built into the articles or by-laws, it must include description of the circumstances and manner in which it may be exercised. There are no other requirements.
Thank you for pointing out this useful resource.

You are right that there are no requirements for a bylaw on member discipline. This was the bylaw that the governors said that they wanted after multiple consultations.



The CFC already has a discipline of the members provision, it it described on page 13 of this GL http://www.chess.ca/sites/default/files/06-07gl2.pdf . Contrary to the text voted in February, this text is specific to Chess, rather the a generic text that could apply to a golf club or a private club.

I see this GL appendix but I do not see any indication that this was passed by the governors. If it had passed would it not be reasonable to assume that it should have at some point made it into the handbook?



Fortunately, the Courts of Law, at least those with a French Law background, would never enforced the text that has been voted. The CFC is a monopoly, being thrown out of the CFC causes a big tort to the victim. The suspension clause in the model bylaws is intended for private non-profit. Being expelled from the Royal Montreal, a golfer can still join another club, qualify for the PGA ... Out of the CFC, a player international career is over. Contrary to a private club, joining the CFC is a right, not a privilege.

I beg to differ. Joining the CFC is not a right particularly in cases where a person has shown that they don't intend to observe the rules of proper conduct.



UN has adopted texts on the right to sports and recreation. A serious cause is required for an expulsion from a NSO.

At this point we are not a NSO and it is not clear that we can become one but I do agree that a serious cause is required for expulsion.



The model bylaws made a choice on many issues, but this choice is not the only choice. A better job would have been done getting a copy of already approved bylaws of other NSO such as Alpine Canada, Basketball Canada, Hockey Canada... The majority of those Federations are likely to be already compliant. For example http://cdn.agilitycms.com/hockey-canada/Corporate/About/Downloads/2013_14_articles_bylaws_e.pdf is not even remotely looking like the model bylaws.

For the CFC Transition, almost nothing has been done because Ottawa will not see the bylaws, it will only see the Act of Incorporation. Very important things are not always in the bylaws. The chief example being the notion of Control.

Canada Not-for-profit Corporations — February 6, 2014
4
Control
(3)
For the purposes of this Act, a body cor-
porate is controlled by a person or by two or
more bodies corporate if
(a)
shares or memberships of the body cor-
porate to which are attached more than 50
per cent of the votes that may be cast to elect
directors of the body corporate are held, oth-
er than by way of security only, by or for the
benefit of that person or by or for the benefit
of those bodies corporate; and
(b)
the votes attached to those shares or
memberships are sufficient, if exercised, to
elect a majority of the directors of the body.

Control is also used by CRA. If any province is able to elect 50% or more of the board members, this province legally controls the CFC and should add the CFC revenues to its income declaration.

A province does not control the election of the board members. A province following the established procedure can nominate voting members who will vote independently following their own conscience on all matters including the matter of voting for board members. This is an important distinction. Once the province nominates members there is no provision for the province to exercise control or supervision of those voting members and hence no control. The only province that could plausibly exercise the type of control that you suggest is Ontario and the splitting and delegation of voting for governors to the leagues currently would arguably act as a counterweight to any claim that the CFC is controlled by a province. In actual fact we are indirectly controlled by the nominally non-voting members who can vote for the voting members in a series of meetings across the country.

Leaving the members as members in the new NFP articles and bylaws also complicates the task of anyone who might seek to take over the federation and dissolve it in order to plunder its assets as this would trigger the requirement to gain the acquiescence of the non-voting members. Its a lot more difficult to execute a coup that requires contacting and getting agreement from a majority of 2000 or more CFC members than the 30 or so active governors you would need to convince as things now stand.


Measures preventing Control by a single member must be included in the new Act of Incorporation.

Provinces are not members unless we change things to allow corporate members. Provinces are independent subsidiaries which together help organize the members by geographic area.


There is more then one way to prevent that: reducing the number of class A members of the offending province, increasing the number of class A members of the other provinces or restructuring the CFC to allow affiliation on a basis other then provincial and splitting of the offending province into two or more affiliates.

I don't think we can call a province offending for the "sin" of having many nominally non voting members. I hope all the provinces become offending if this is the definition.



What we put in the Act of Incorporation can only be changed by the class A members. It is extremely important to correctly split the text between the hard to modify Act and the easy to modify bylaws.

The articles are pretty standardized. They will be addressed by the governors at the April meeting.

[Pierre Dénommée]

We are a NSO because FIDE is recognized as a sport by the IOC and we a a member of the COC. We are not a Sports Canada funded NSO, but some classical sports NSO are not. Sports Canada money requires even more change to the bylaw, changes that some NSO reject.

I have never suggested that the right to be a member extent to those who violate the CFC Act of incorporation or the CFC bylaws. As you say, it takes a serious reason to exclude a member but the actual motion clearly states the contrary because it gave the directors the right to exclude a person from membership for ANY reason, not for serious reasons. Appeal to the voting members might be considered illegal because it goes against the spirit of the Law. Furthermore, the voting members in favour of the appeal could themselves be expelled before the vote on the Appeal is taken. The proposed bylaws give the director the right to expel both voting and non voting members. Both cases are different and should be handled differently. The voting members are the supervisor of the Board of Director, they may terminate a Director for any reason or even without reason (this one is totally legal). Voting members should never be suspended by any other process that a vote of the voting members.

The CFC Code of Ethics has been fully approved by the Governors. In the CFC, you should never believe that something in not in force because it is not in the Handbook. Omissions from the Handbook are current. As soon as the Code of Ethics has been voted, the AGM has stalled its implementation by stubborn refusal to elect the members of the Ethic Committee. For the CFC Commission of Disciplinary an Ethical Actions, it has never existed for real. No reason has been given for this timidity toward the Ethic Committee. The prime target of this Code of Ethics is the players, not the CFC Governors. Removal of membership is a last resort punishment that is to be considered only after proving that a lesser punishment is not appropriate. The proposed bylaws gives astronomical powers to the Directors. Another document approved by the Governors that has completely disappeared is the CFC Tournament Rules. I still have the official French version of those tournament rules and many English versions as they changed along the evolution of the project.

We made membership a requirement for playing Chess, the Act has no such requirement and many NSO do not consider athletes as member. If we separate membership rights from non membership rights such as the right to play, to organise, to direct tournaments, then it becomes irrelevant to be a member of the CFC.




A province does not control the election of the board members. A province following the established procedure can nominate voting members who will vote independently following their own conscience on all matters including the matter of voting for board members. This is an important distinction. Once the province nominates members there is no provision for the province to exercise control or supervision of those voting members and hence no control. The only province that could plausibly exercise the type of control that you suggest is Ontario and the splitting and delegation of voting for governors to the leagues currently would arguably act as a counterweight to any claim that the CFC is controlled by a province. In actual fact we are indirectly controlled by the nominally non-voting members who can vote for the voting members in a series of meetings across the country.




I do hope that CRA will beleive that. When a person act as a board member without being elected to a board position, CRA has no problem suing this person as board member. CRA considers effective control, not what is written in the Bylaws.

I am sad that the CFC has not considered having the Provinces as member. Officially, Provinces have no obligation to abide by the CFC Bylaws or to play chess according to the CFC Rules. It is the membership that brings this obligation. The NFP Act has not been tough for organizations in which the voting members are chosen totally outside of the organization. The vote at the provincial level is totally out of the CFC control, even worse, it may not happen at all in some provinces. The aim of the NPF Act is that Provinces are member and that they send delegates to the AGM. The number of delegates is defined in the CFC Bylaws.

The first quality of a good Governor is to be a visionary http://cloudfront10.curling.ca/wp-content/uploads/2010/01/Ideal-Governor-Profile.pdf . This means that the CFC should be improving his Constitution, not merely attempting to minimally comply.




Leaving the members as members in the new NFP articles and bylaws also complicates the task of anyone who might seek to take over the federation and dissolve it in order to plunder its assets as this would trigger the requirement to gain the acquiescence of the non-voting members. Its a lot more difficult to execute a coup that requires contacting and getting agreement from a majority of 2000 or more CFC members than the 30 or so active governors you would need to convince as things now stand.


This is a very sensible reason to keep the players as members, but the non-voting members powers to block something without going to a court of law is limited to a very few points such as closing the CFC. But actually, it will not work as expected because before closing the CFC and sharing the Foundation money equally between the Directors, all the the board need to do is to vote a motion to expel all members from the CFC. The only remaining members would be the Directors and the Appeal to the members clause would have no effect. It is required to add to the bylaw that a suspended member will regain his membership after he has made his Appeal until the voting members have voted on the appeal.

[Garland Best]

Can you expand on this concept of having the provinces as members? How would this work?

Is it possible for provinces to have multiple delegates (ie governors) based on the numbers of players in the province? Would changing the constitution to accommodate this concept abrogate what is currently specified in the bylaws?

Also, how are the provincial organizations affected by the NFP rules? Are they required to follow the same rules with their own constitution and bylaws?

[Vladimir Drkulec]

Can you expand on this concept of having the provinces as members? How would this work?

At the moment the rules we have allow voting and non-voting members who have to be people. We can also allow corporations to be members. I am not sure how this would work with our current provincial associations. I believe most (if not all) of them are incorporated at the provincial level. There is an third option in the model bylaws which would allow corporations to be members.



Is it possible for provinces to have multiple delegates (ie governors) based on the numbers of players in the province? Would changing the constitution to accommodate this concept abrogate what is currently specified in the bylaws?

Our constitution largely disappears after we comply with the NFP act. It is no longer required aside from a few very specific provisions which will be outlined in the articles submitted to the government prior to obtaining approval for our continuation into the new act.

I'm sure it is possible to do almost anything. The question is whether we want to distract ourselves with such questions at this late point in the process. The only drawback if we want to engage in such changes after we have complied with the new act is that it will cost us $200. Complying with the new act will not put us any farther away from any changes that we might want to make with a two thirds majority beyond this somewhat nominal cost. The whole point of the new NFP process is to streamline the way not for profits are governed. Mostly you can just look at the act to decide what you are supposed to do in a particular situation.



Also, how are the provincial organizations affected by the NFP rules? Are they required to follow the same rules with their own constitution and bylaws?

Every province will probably have to comply with the provincial rules for not for profits necessitated in part by what the federal government has done. Several of the provinces have their own new laws which require compliance in the next two or three years. These rules are different than the federal rules for non-profits. Ontario for instance specifically allows ex officio board members.

[Vladimir Drkulec]

We are a NSO because FIDE is recognized as a sport by the IOC and we a a member of the COC. We are not a Sports Canada funded NSO, but some classical sports NSO are not. Sports Canada money requires even more change to the bylaw, changes that some NSO reject.

I have never suggested that the right to be a member extent to those who violate the CFC Act of incorporation or the CFC bylaws. As you say, it takes a serious reason to exclude a member but the actual motion clearly states the contrary because it gave the directors the right to exclude a person from membership for ANY reason, not for serious reasons.

You need some flexibility because you can't see every circumstance in advance of it happening. If you elect reasonable people to the board they are not suddenly going to start acting unreasonably simply by being given this power.



Appeal to the voting members might be considered illegal because it goes against the spirit of the Law.

I don't agree with you here. The members can change anything with a simple majority resolution with a few things requiring a two thirds vote.




Furthermore, the voting members in favour of the appeal could themselves be expelled before the vote on the Appeal is taken.

Not really it seems to me that there would be more than enough time during the appeal period to organize a meeting (which requires only three voting members to organize with the current numbers of governors).



The proposed bylaws give the director the right to expel both voting and non voting members. Both cases are different and should be handled differently. The voting members are the supervisor of the Board of Director, they may terminate a Director for any reason or even without reason (this one is totally legal). Voting members should never be suspended by any other process that a vote of the voting members.

I don't agree with you on this and the government expects to board of directors to manage between meetings of the members. All decisions of the board are subject to the will of the voting members and are only in force until the next meeting of the members unless ratified or modified by the members. I don't think this should be any different. Additionally this is an area where the directors are explicitly in the line of fire legally for both cases of action and inaction. If I engaged in such an exercise of discipline for whatever reason I would guess that I would probably tender my resignation if it was overturned by the voting members.



The CFC Code of Ethics has been fully approved by the Governors.

When and where? Can you point to a vote? If there was such a vote why did the last few discussions of a new CFC code of ethics not mention this fact? I realize that the handbook has gaps but it would seem to a pretty significant omission to leave that out.



In the CFC, you should never believe that something in not in force because it is not in the Handbook. Omissions from the Handbook are current. As soon as the Code of Ethics has been voted, the AGM has stalled its implementation by stubborn refusal to elect the members of the Ethic Committee. For the CFC Commission of Disciplinary an Ethical Actions, it has never existed for real. No reason has been given for this timidity toward the Ethic Committee. The prime target of this Code of Ethics is the players, not the CFC Governors. Removal of membership is a last resort punishment that is to be considered only after proving that a lesser punishment is not appropriate. The proposed bylaws gives astronomical powers to the Directors. Another document approved by the Governors that has completely disappeared is the CFC Tournament Rules. I still have the official French version of those tournament rules and many English versions as they changed along the evolution of the project.

We made membership a requirement for playing Chess, the Act has no such requirement and many NSO do not consider athletes as member. If we separate membership rights from non membership rights such as the right to play, to organise, to direct tournaments, then it becomes irrelevant to be a member of the CFC.

I do hope that CRA will beleive that. When a person act as a board member without being elected to a board position, CRA has no problem suing this person as board member. CRA considers effective control, not what is written in the Bylaws.

I am sad that the CFC has not considered having the Provinces as member. Officially, Provinces have no obligation to abide by the CFC Bylaws or to play chess according to the CFC Rules. It is the membership that brings this obligation. The NFP Act has not been tough for organizations in which the voting members are chosen totally outside of the organization. The vote at the provincial level is totally out of the CFC control, even worse, it may not happen at all in some provinces. The aim of the NPF Act is that Provinces are member and that they send delegates to the AGM. The number of delegates is defined in the CFC Bylaws.

The first quality of a good Governor is to be a visionary http://cloudfront10.curling.ca/wp-content/uploads/2010/01/Ideal-Governor-Profile.pdf . This means that the CFC should be improving his Constitution, not merely attempting to minimally comply.

The time for such a discussion was two years ago when the recommendations of the first new NFP Act committee failed to gain the governors approval. When our very existence as an organization is at stake we really don't have time to explore many of the roads not taken. We can look at any new changes after we know that the CFC and its assets will survive beyond October 17th. Its much easier to philosophize when we are safe in our homes with relatively healthy bank accounts rather than when we are faced with a situation where we can't pay our Executive Director and our magazine editor nor our bills because our bank accounts and funds have disappeared into government hands.




This is a very sensible reason to keep the players as members, but the non-voting members powers to block something without going to a court of law is limited to a very few points such as closing the CFC. But actually, it will not work as expected because before closing the CFC and sharing the Foundation money equally between the Directors,

There is nothing in the act which would allow that. The directors would potentially go to prison under your scenario. There is the possibility for the assets to be shared between the members after paying all the bills which is another good reason not to make it too easy for an unscrupulous group to take over and plunder the CFC.



all the the board need to do is to vote a motion to expel all members from the CFC. The only remaining members would be the Directors and the Appeal to the members clause would have no effect. It is required to add to the bylaw that a suspended member will regain his membership after he has made his Appeal until the voting members have voted on the appeal.

It seems to me that with the delays built into discipline the directors would not have time to execute this kind of coup before they themselves were removed.

[Pierre Dénommée]

Can you expand on this concept of having the provinces as members? How would this work?

Is it possible for provinces to have multiple delegates (ie governors) based on the numbers of players in the province? Would changing the constitution to accommodate this concept abrogate what is currently specified in the bylaws?

Also, how are the provincial organizations affected by the NFP rules? Are they required to follow the same rules with their own constitution and bylaws?

It is certainly possible for provinces to have multiple delegates based on the number of player in the province, based on the amount of rating fee paid or on any other criteria that we find desirable.

This would be a major change to the bylaws.

Provincial Associations are usually incorporated under the Provincial Law. They could apply for Federal Incorporation, but this is certainly not a requirement unless a Provincial Association is unable to comply with its obligations toward the CFC because of incompatibilities between the Provincial and the Federal Laws. I do not see how this could be the case. In Quebec, provincial incorporation is cheaper but the Provincial NFP Law is completely obsolete and two attempts to modernize it have failed.

I prefer Hockey Canada concept of Branches, to the concept of Provincial Associations. Many Branches are indeed Provincial Associations but some are not. I trust the Governors for not creating an insanely high number of Branches. With Branches, MB players could temporarily be joined to SK and Quebec players could temporarily be joined with NB and they could vote by Internet for their Governors. Obviously, Branches larger then a Province require some sort of electronic voting and they must organize separate Provincial Championships in every provinces.

[Pierre Dénommée]

Unless the voting members are Directors, this is clearly not the case. Voting members have to approve modifications to the bylaws, not normal business.

Subject to this Act, the articles and any
unanimous member agreement, the directors
shall manage or supervise the management of
the activities and affairs of a corporation.

This power off the voting members must be placed into the Act of Incorporation that will be sent to Ottawa, not in the bylaws. The Articles of Incorporation limits the Directors powers, the bylaws do impose no direct limitation. This is a far better case then with Quebec incorporation in which the members have no possibility to restrict the powers of the Directors in any manner whatsoever. Even in the best of the world, not every actions of the Directors can be annulled.


I don't agree with you on this and the government expects to board of directors to manage between meetings of the members. All decisions of the board are subject to the will of the voting members and are only in force until the next meeting of the members unless ratified or modified by the members. I don't think this should be any different. Additionally this is an area where the directors are explicitly in the line of fire legally for both cases of action and inaction. If I engaged in such an exercise of discipline for whatever reason I would guess that I would probably tender my resignation if it was overturned by the voting members.

[Vladimir Drkulec]

The voting members or governors should not be involved with the conducting of normal day to day business. This again would open them up to liability if they were and would simply make the CFC unmanageable because of the increase in communications requirements. If every action of the directors could be annulled why would anyone stand to be a director? Why even have directors? Seriously?


Unless the voting members are Directors, this is clearly not the case. Voting members have to approve modifications to the bylaws, not normal business.

Subject to this Act, the articles and any
unanimous member agreement, the directors
shall manage or supervise the management of
the activities and affairs of a corporation.

This power off the voting members must be placed into the Act of Incorporation that will be sent to Ottawa, not in the bylaws. The Articles of Incorporation limits the Directors powers, the bylaws do impose no direct limitation. This is a far better case then with Quebec incorporation in which the members have no possibility to restrict the powers of the Directors in any manner whatsoever. Even in the best of the world, not every actions of the Directors can be annulled.