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

[Vladimir Drkulec]

I nominate Mark Dutton to continue as a member of the board of directors. Mark was automatically a board member as past president. We cannot have past presidents as automatic members of the board but we can have past presidents as an elected member of the board and ask that the voting members vote for our past president as a member of the board.

[Garland Best]

Question: If this is the situation, then can someone nominate anyone for the board of directors position? And then this person, while not filling a specific role as (for example) treasurer would, would still be a member of executive?

[Félix Dumont]

This seems a little bit odd. Why would someone be on the board of directors if he does not have a position? Shouldn't this privilege only be for those who are willing to take the responsibilities that go with it?

[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? :confused:

[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.nsf/eng/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]

I nominate Mark Dutton to continue as a member of the board of directors. Mark was automatically a board member as past president. We cannot have past presidents as automatic members of the board but we can have past presidents as an elected member of the board and ask that the voting members vote for our past president as a member of the board.

Absolutely against it.
Sasha Starr.

[Vladimir Drkulec]

A six member board with a president that had two people in his pocket could become an absolute dictatorship. An odd number on the board would mean that he needs three votes in addition to himself. The power of the president is magnified with an even numbered board.

The present board has two members from BC, one from Alberta, three from Ontario, and one from PEI. The only thing it is missing to become an ideal representive of chess in Canada is some Quebec representation. The pro-Kasparov GTCL trio would have absolute control over chess in Canada probably forever if you let this one issue of the FIDE election dominate the way the vote is conducted.

One big concern to me before the NFP process was the way nine or ten corrupt individuals might through apathy be able to loot the foundation via a legitimate vote. We do need to continue the NFP process and put more of the required safeguards in place. Do you think removing the two governors who were on the NFP committee would advance this agenda?

Is there anything in the past of Michael Barron and Sasha Starr to suggest that they would be an upgrade in this area on the still important NFP file? Michael Barron bellowed on chesstalk that helping with the NFP act was the president's job and not his job as a governor. Is that the statement of a leader? Is it the statement of someone you want to trust the CFC's future to? I don't think that it is healthy for three members of the board to be from one city particularly when the president being proposed has shown that he and his friends will violate the confidentiality of the governors board without any thought. My impression of Nikolay is that he won't be a puppet but he will operate in sympathy with Sasha and Michael. If the voting members elect Sasha and Michael I would recommend electing Ken to simply avoid allowing one city to dominate the CFC so.

[Fred McKim]

Vlad. I think everybody expected there would be a seven person board. I can't see that anybody opposes that. I have to plead guilty for not realizing that the Past-President could no longer serve automatically.

If we want to have simply a 7th Director (no assigned title), then fine - no problem. You have nominated Mark Dutton, the floor should be open for other people to be nominated. Criteria for election would be what experiences and expectations of involvement they can bring to the table.

[Lyle Craver]

Vlad. I think everybody expected there would be a seven person board. I can't see that anybody opposes that. I have ot plead guilty for not realizing that the Past-President could no longer serve automatically.

If we want to have simply a 7th Director (no assigned title), then fine - no problem. You have nominated Mark Dutton, the floor should be open for other people to be nominated. Criteria for election would be what experiences and expectations of involvement they can bring to the table.

The bottom line is that the new NFP Act rules out 'ex officio' (e.g. held by right of other position) board members. If it were possible I would make a bylaw establishing the Past President as a board position as a matter of policy and would welcome input concerning how other non-profits who have successfully transitioned do things.

To me this is NOT about personalities but the effective good governance of the Federation.

Dutton is a good candidate - there may well be others.

In any case we are now most of the way to "transitioning" to the new Act but need to complete the process and there is work to do on compliant bylaws. I for one am strongly in favor of adopting the old Handbook as closely as possible with a minimum of changes. It would be useful to update the wording concerning mail to reflect our current practice but that's the main change I see needed.

[Mark S. Dutton, I.A.]

Thanks Vlad.

As former President of the CFC before your term and as a Executive Vice-President for 10 years - I will accept this nomination and stand for the "Board".

Some continuity with the new elected Executive would be a valuable thing.

Mark S. Dutton, I.A., I.O.


I nominate Mark Dutton to continue as a member of the board of directors. Mark was automatically a board member as past president. We cannot have past presidents as automatic members of the board but we can have past presidents as an elected member of the board and ask that the voting members vote for our past president as a member of the board.

[Fred McKim]

It's still not clear if this was meant as a YES or NO vote or open to others to throw their hat in the ring for this extra "Director" position.

Vlad. Still waiting for the interpretation on this.

The NFP act allows for a corporation to have a minimum of 3 and of maximum of 10 Directors. This is equivalent to what we called the Executive / Board of Directors, previously. We have had 7 for quite some time.

[Lyle Craver]

By all means if there are other nominations let us hear them.

I would have thought the term "Nomination" in the name of this thread would indicate other nominations are welcome but if it has to be explicitly stated so be it.

The two required items in a nomination are the name of the person nominated and some indication (and the CFC has always been flexible on what this means) that he/she accepts his/her nomination and is willing to serve if elected. A seconder to a nomination is NOT needed for the nomination to be valid.

Legally as previously stated, if you're signed into the meeting you are presumed to have accepted any nomination if you do not specifically decline it. A nominee NOT present has either 10 or 15 days (I'd have to go back to the act to verify which) to accept / decline a nomination.

For myself if there are two candidates that are nominated one who has accepted and one not I almost always vote for the confirmed nominee unless I have strong reasons otherwise. That's me - as they say "your mileage might vary"

[Fred McKim]

Lyle. Is it possible to edit the name of the thread, to make it more understandable.

Nomination for 7th/General Director Position (formerly Past-President) .... or something.

[Egidijus Zeromskis]

Nomination for 7th

Can anybody clarify: where and when "7" came into an action?

[Egidijus Zeromskis]

The pro-Kasparov GTCL trio would have absolute control over chess in Canada probably forever if you let this one issue of the FIDE election dominate the way the vote is conducted.

As a person from the GTCL I DEMAND an apology.

[Sasha Starr]

As a person from the GTCL I DEMAND an apology.

The issue of FIDE election goes much deeper... I'll publish soon everything regarding it - almost done!

I've just copied one of the posts from the Chess Talk:

One of the posters has written that he likes the incumbent because he gets his hands dirty. Here is the post I've mentioned: "Someone who gets their hands dirty usually makes a better EMPLOYEE than leader. Vlad himself recognizes this each time he talks about his work with kids in Windsor. Continuing as CFC President would actually diminish Vlad's contributions to Canadian chess: the Windsor kids would suffer without him, and the CFC membership would suffer with him.

What' needed for leadership is flexibility, openness, honesty and integrity, people skills and Vlad has none of these".

[Lyle Craver]

Lyle. Is it possible to edit the name of the thread, to make it more understandable.

Nomination for 7th/General Director Position (formerly Past-President) .... or something.

Unfortunately you've identified one of the "features" of vBulletin I am most annoyed with.

Among other things there's a typo in one of the Thread titles that I would have fixed for the Executive member who posted it had I been able to do so. A simple typo but....

(As opposed to the actual body of a message which can always be editted both by the author of the message and by the moderator - in practice about the ONLY time I do this is with an Agenda that Vlad and I have been jointly working on - and when I edit his stuff it's almost always formatting to improve readability and nothing else)

[Fred McKim]

Can anybody clarify: where and when "7" came into an action?

Once again, we are allowed 3-10 directors. We had 7 under the old rules, so it makes sense that we would continue with 7 unless a vote was held to change this number.

[Fred McKim]

Lyle, as Moderator I would ask you to consider removing non-relevant posts from this thread, if they continue to appear .....

[Egidijus Zeromskis]

Once again, we are allowed 3-10 directors. We had 7 under the old rules, so it makes sense that we would continue with 7 unless a vote was held to change this number.

History is fine. Though, was it somehow documented/voted by somebody from 2014May/June/July that the CFC will have 7 directors. I don;t recall that there was a number in new bylaws.

[Fred McKim]

History is fine. Though, was it somehow documented/voted by somebody from 2014May/June/July that the CFC will have 7 directors. I don;t recall that there was a number in new bylaws.

There are no new by-laws they have to be written. The CFC had 7 Directors under the old by-laws - so what you number would you prefer ? It is clear from the NFP Act as approved by us, that there can be Directors who are not Officers of the corporation.

[Egidijus Zeromskis]

There are no new by-laws they have to be written. The CFC had 7 Directors under the old by-laws - so what you number would you prefer ? It is clear from the NFP Act as approved by us, that there can be Directors who are not Officers of the corporation.

Fred, my point is WHO and WHEN decided on 7, why not 9.

As for "can be Directors who are not Officers of the corporation." - My university's Physics Faculty (or department) runs an annual show - the main committee has a position of a "Free-Air Minister" with an empty portfolio for a guy with an experience in many fields. :)

[Fred McKim]

Fred, my point is WHO and WHEN decided on 7, why not 9.

As for "can be Directors who are not Officers of the corporation." - My university's Physics Faculty (or department) runs an annual show - the main committee has a position of a "Free-Air Minister" with an empty portfolio for a guy with an experience in many fields. :)

I believe the Governors asked for the new NFP Committee to keep things AS CLOSE as possible to the way they were. Remember this ?

[Sasha Starr]

I believe the Governors asked for the new NFP Committee to keep things AS CLOSE as possible to the way they were. Remember this ?

Who are on the new NFP Committee?

[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]

Who are on the new NFP Committee?

The 2nd Committee consisted of Vlad Drkulec, Frank Lee, and Pierre Denommee. None of the 1st Committee, offered their services twice.

The next step, I think is rewriting the by-laws to be compliant. There will probably be new group involved in that. Already, VP candidate, Ken Craft, has volunteered.

[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.

[Egidijus Zeromskis]

I believe the Governors asked for the new NFP Committee to keep things AS CLOSE as possible to the way they were. Remember this ?

The discussion took place here: http://www.chesscanada.info/forum/showthread.php?3822-9-POLICY-DISCUSSION-Compliance-with-new-NFP-%28Not-for-Profit%29-Rules

Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.

Can you cite an article?

[Fred McKim]

The discussion took place here: http://www.chesscanada.info/forum/showthread.php?3822-9-POLICY-DISCUSSION-Compliance-with-new-NFP-%28Not-for-Profit%29-Rules

Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.

Can you cite an article?

Sure, I'll go looking if I end up with time to take that on. In any event what you've produced here doesn't seem to contradict using 7.

[Sasha Starr]

The 2nd Committee consisted of Vlad Drkulec, Frank Lee, and Pierre Denommee. None of the 1st Committee, offered their services twice.

The next step, I think is rewriting the by-laws to be compliant. There will probably be new group involved in that. Already, VP candidate, Ken Craft, has volunteered.

Thank you, Fred, and I appreciate offer from Mr. Craft. If I'll get elected I'll get my lawyer to fix it in no time.

[Fred McKim]

Thank you, Fred, and I appreciate offer from Mr. Craft. If I'll get elected I'll get my lawyer to fix it in no time.

Thanks for the offer, perhaps we should bring this up under New Business, although different directions will be taken depending on the result of the election.

[Sasha Starr]

I believe the Governors asked for the new NFP Committee to keep things AS CLOSE as possible to the way they were. Remember this ?

Please explain why the Governors asked to keep things AS CLOSE as possible? Where is it documented?

[Fred McKim]

Please explain why the Governors asked to keep things AS CLOSE as possible? Where is it documented?

You weren't a governor so you wouldn't remember. That was the consensus of the dissenting Governors when the 1st Committee tabled it's report (I was part of that Committee).

If anybody wants to look it up, they can go into the archives and check it out. I'm not the Chairman or Moderator of the meeting - I was just trying to be informative.

[Sasha Starr]

Thanks for the offer, perhaps we should bring this up under New Business, although different directions will be taken depending on the result of the election.

Agree. However regardless the outcome of the election CFC will never be the same anymore. I'd like to understand something: In the last year the Membership was going down, the CFC's site is ... you know what! No Canadian Closed tournaments neither Men's or Women's. $1,000.00 in sponsor's funds! Get real! My grandson is playing hockey and is getting way more sponsorship money!
However, lets take a look:

The purpose(s) of the corporation is:

5. TO protect and foster the interests of Canadian Chess players, as far as possible, in the field of national and international chess competition;
WHERE ARE THE CANADIAN MEN'S AND WOMEN'S CLOSE TOURNAMENTS?

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;
WHERE IS A DECENT CFC'S WEBSITE?

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;
WHAT IS IN YOUR OPINION NECESSARY OR DESIRABLE? $1,000.00?

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;
WHAT IS YOUR UNDERSTANDING OF THE GENERAL OBJECTIVE OF THE FEDERATION?

Look, right now at this juncture, you have capacity to help the future of our kids to have a strong and vibrant chess organization, which will in fact promote chess, raise substantial funds and become cleansed from all the rubbish, such as unwarranted endorsement of the FIDE incumbent, chasing away the biggest patron of Canadian chess, depriving CFC of close collaboration with the Kasparov Chess Foundation. LETS GET OUT OF THE MESS!

[Sasha Starr]

You weren't a governor so you wouldn't remember. That was the consensus of the dissenting Governors when the 1st Committee tabled it's report (I was part of that Committee).

If anybody wants to look it up, they can go into the archives and check it out. I'm not the Chairman or Moderator of the meeting - I was just trying to be informative.

Thank you for explanation, Fred!

[Garland Best]

I intend to spend time establishing new by-laws as well.

[Fred McKim]

Agree. However regardless the outcome of the election CFC will never be the same anymore. I'd like to understand something: In the last year the Membership was going down, the CFC's site is ... you know what! No Canadian Closed tournaments neither Men's or Women's. $1,000.00 in sponsor's funds! Get real! My grandson is playing hockey and is getting way more sponsorship money!
However, lets take a look:

The purpose(s) of the corporation is:

5. TO protect and foster the interests of Canadian Chess players, as far as possible, in the field of national and international chess competition;
WHERE ARE THE CANADIAN MEN'S AND WOMEN'S CLOSE TOURNAMENTS?

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;
WHERE IS A DECENT CFC'S WEBSITE?

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;
WHAT IS IN YOUR OPINION NECESSARY OR DESIRABLE? $1,000.00?

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;
WHAT IS YOUR UNDERSTANDING OF THE GENERAL OBJECTIVE OF THE FEDERATION?

Look, right now at this juncture, you have capacity to help the future of our kids to have a strong and vibrant chess organization, which will in fact promote chess, raise substantial funds and become cleansed from all the rubbish, such as unwarranted endorsement of the FIDE incumbent, chasing away the biggest patron of Canadian chess, depriving CFC of close collaboration with the Kasparov Chess Foundation. LETS GET OUT OF THE MESS!

This is clearly way off topic. If you are asking ME these questions, feel free to repost them in the Nomination for Treasurer thread.

[Félix Dumont]

5. TO protect and foster the interests of Canadian Chess players, as far as possible, in the field of national and international chess competition;
WHERE ARE THE CANADIAN MEN'S AND WOMEN'S CLOSE TOURNAMENTS?

Without financial commitment from the CFC, it would be surprising to see an organizer step up and offer decent conditions. When I organized both zonals in 2012, I had to find close to $5000 in sponsorship, which is quite time consuming (although I was not alone)... And even with that, the event was by no means incredible. Obviously, the CFC did not help in any way.

[Sasha Starr]

Without financial commitment from the CFC, it would be surprising to see an organizer step up and offer decent conditions. When I organized both zonals in 2012, I had to find close to $5000 in sponsorship, which is quite time consuming (although I was not alone)... And even with that, the event was by no means incredible. Obviously, the CFC did not help in any way.

Felix, my point is that there must be a professional organization with people responsible for fundraising, tournament directors/organizers, and it has to be well coordinated and orchestrated effort. If I'll be elected CFC will had a special fund for the Closed National Championships with corporate sponsors and advertisers.

[Michael Barron]

I believe the Governors asked for the new NFP Committee to keep things AS CLOSE as possible to the way they were. Remember this ?

Yes, Fred, I remember this.

Let's see how things were in the CFC Handbook:
http://chess.ca/handbook#boarddirs

"10. BOARD OF DIRECTORS

The Board of Directors shall be elected at the Annual Meeting of the Assembly and shall be constituted by seven persons, namely, the President, Vice-President, Past President, Secretary, Treasurer, FIDE Representative and Youth Coordinator unless these titles are changed by ordinary resolution of the Assembly pursuant to section 8(f) at the annual meeting. The position of Past President shall not be elected but shall be occupied by the immediate Past President unless he resigns"

So, let's keep things AS CLOSE as possible to the way they were.
After this Meeting the immediate Past President will be Vladimir Drkulec.

[Sasha Starr]

Yes, Fred, I remember this.

Let's see how things were in the CFC Handbook:
http://chess.ca/handbook#boarddirs

"10. BOARD OF DIRECTORS

The Board of Directors shall be elected at the Annual Meeting of the Assembly and shall be constituted by seven persons, namely, the President, Vice-President, Past President, Secretary, Treasurer, FIDE Representative and Youth Coordinator unless these titles are changed by ordinary resolution of the Assembly pursuant to section 8(f) at the annual meeting. The position of Past President shall not be elected but shall be occupied by the immediate Past President unless he resigns"

So, let's keep things AS CLOSE as possible to the way they were.
After this Meeting the immediate Past President will be Vladimir Drkulec.

Thank you, Michael, I hope that all of us will create an exciting and vibrant CFC!