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View Full Version : 4. Proposal to Enlarge the Executive



Lyle Craver
02-20-2021, 10:00 PM
The president wishes to propose to enlarge the Executive

Please note that Voting on this motion will be in a special VOTING BOOTH AREA

Vladimir Drkulec
02-21-2021, 09:47 AM
My proposal is that we should add Patricia Gamliel of Montreal, a very high profile lawyer with a national profile to the CFC board of directors. Patricia is an advocate for human rights, for workers and for refugees. She has taken on the federal government and won in court. She has contacts in government and in business and would provide us with a fluently bilingual voice on the board of directors. She has the ability to simplify the law with examples so that even a CFC president can clearly understand it. The vote will be yes or no. If you vote yes, she will join the board and the board will expand to eight members.


Patricia Gamliel has been a member of the Social Commission since 2018. What does the Social Commission do? Let us look at the FIDE site which writes:

MISSION

The FIDE Social Commission ‘‘SOC’’ is dedicated to using chess as a tool for social development. SOC advocates for the use of chess as a tool for social change through action as:


An equalizer for gender, social and economic development.
For life skills, ethics, good character development and empowerment.
A tool to reach out to children-at-risk including those in impoverished communities, refugee camps and those in prisons.
To work with organizations that aim to combat problems connected to memory loss and aging.

Additionally, SOC will support programs that have a positive impact on many lives. Using chess as a platform to empower teachers in communities, as well as providing support that will help children to develop life skills and promote positive social development. The key is to prepare programs, training and opportunities that empower the people that are using chess as a tool for social development within their bases, whether they are teachers, instructors, and/or social workers.
Providing access to FIDE seminars is a key component to empowering chess promoters and players so they acquire expertise to build chess in their countries. SOC seeks to strengthen the social fabric of communities for encounter through chess that can strengthen the dialogue between generations.
Chess is an amazing game and tool with the power to transform lives!!!
Our vision: Enabling the less privileged in society to realise their full potential in life.
Our Mission: To inspire and transform lives by empowering others.
Our Values: Compassion, Selfless service, Integrity, Accountability and Equal opportunities for all.
SOC will be cooperating with FIDE member federations in order to achieve its goals.


PROJECTS

Initial projects were put forward as follows:
Chess in prisons and chess in Shelters.
SOC will also work with projects in other areas. Another main objective is to preserve the institution of the family. The children will be given the opportunity to involve themselves in an activity which will be beneficial to both themselves as well as their community, keeping them away from electronic games, computers, facebook and other such modern brain draining activities. Chess is a great ‘exit’ from all this. Studies that have been carried out in many countries have shown that the systematic study of chess leads to personal improvement and increase in achieving the academic as well as educational targets of the children.

Vladimir Drkulec
02-21-2021, 09:47 AM
https://www.cowlinglegal.com/blog/women-leading-in-law-patricia-gamliel

Vladimir Drkulec
02-21-2021, 09:52 AM
On Saturday, February 06, the CFC held an information session on FIDE and its activities worldwide. Each of us present there learned several important new things. For me, of special interest was the fact that the FIDE Council (formerly called the Presidential Board) had quarterly meetings in 2018-2020 and regularly published its decisions which were important to the national federations like the CFC. This information never trickled down to us and the CFC Exec was never informed of the FIDE Council decisions.

I started digging around for these decision lists and found a lot of information that is directly relevant to the CFC. For example, as early as the first quarter of 2019 (!), the FIDE Presidential Board took the following decision:

Q1PB-2019/31 "To approve the inclusion in the FIDE Handbook "A quota of 25% of women shall be reserved for the following positions: arbiters in the official FIDE events, principals in the official FIDE events, appointed FIDE officials, FIDE commission members".

https://old.fide.com/component/content/article/1-fide-news/11492-list-of-q1-2019-presidential-board-decisions.html (https://na01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fold.fide.com%2Fcomponent%2Fcont ent%2Farticle%2F1-fide-news%2F11492-list-of-q1-2019-presidential-board-decisions.html&data=04%7C01%7C%7C4ac1e77993d34300dd7108d8cc10b42d %7C84df9e7fe9f640afb435aaaaaaaaaaaa%7C1%7C0%7C6374 83719394023435%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4 wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6M n0%3D%7C1000&sdata=PiY%2F7nNxaWNEONr4oxZn1%2B42wmEQgF2Y%2FWbLDl LnFvU%3D&reserved=0)


The national federations were expected to follow suit.



This matches very closely the national guidelines communicated to me by the Canadian Olympic Committee at the recent seminar which I have reported on on the English chat which in turn are based on the International Olympic Committee guidelines. Had we been informed and aware of this 2019 FIDE decision, we would have already taken steps which would have encouraged more women to run as directors of the CFC Board.



Better late than never... Let’s do the right thing and bring the CFC into the 21st Century.

Vladimir Drkulec
02-21-2021, 09:54 AM
If the voting members approve Patricia Gamliel to be part of the board then that is a resolution to add someone to the board.

The board has the ability to add two people to the board, in addition to those elected at the AGM or any meeting of the voting members.

Specifically a number of directors up to one third the directors elected at the AGM can be elected by the board of directors. The procedure is outlined in the NFP act section dealing with the appointment of directors. Such directors would serve until the next AGM.

The position of director is presumed to be a working position, one where the directors are expected to be working to solve problems and in some cases finding sources of revenue for the corporation that is the CFC. The directors and officers are not there to add to the duties of the overworked pieces like the CFC president.

It is not seemly for anyone to be arguing on some technical grounds - which seem to me to be quite mistaken - for a method to exclude a woman from the board contrary to the direction from our government, FIDE and the Canadian Olympic Committee on the need to include more women in positions of authority.

The CFC has been accused of being a stuffy old boys club. Let us not prove these assertions correct.

We could double our numbers by simply bringing more women into our ranks. This should start with our leadership.

Christina Tao has been a godsend as Youth Coordinator. Patricia Gamliel will be a godsend as well.

These are times where we should be working to remove any glass ceilings and not seeking to reinforce the ones that exist.

If a man of Patricia Gamliel's stature and presence was willing to serve on the CFC board of directors I would be in breach of my fiduciary duty to not present such a person to the voting members for election to the board. This does not change because she is a woman.

I must bring this person to the attention of the voting members when there is such an opportunity. Look at her biography. Do a duckduckgo or google search on her name. Read the article on women in law. Our pawn is on the seventh rank and there is no reason not to add another queen to our arsenal of pieces on the board.

Vladimir Drkulec
02-21-2021, 09:58 AM
Good evening,
This is my first post and might not be my last. However, please accept that when I do post it might not be to answer posts of others.*
This being said, I believe that as a non-profit org. the CFC is entitled to take advantage of existing government programs including but not limited to loans partially forgivable, the hiring of youth within Canada Summer Jobs programs paid by the government, etc...
Moreover, CFC's revenues can be increased with various groups membership such as, for example, corporate membership and educational institution membership.*Memberships may also allow for tax-deductible donations to the CFC by making Canadian chess activities eligible for such consideration.
This can be accomplished through various paths along which general outreach initiatives to Canadian and multinational corporations. Sponsoring chess shall become a win-win proposition.*As well, the CFC visibility may be increased through the FIDE Social Commission as Chess is a universal language and a tool to help low-income families, newcomers to Canada, refugees, and prison inmates. Grants from corresponding government departments may be available.
Finally, and some of you may have seen it coming, I will help the CFC to achieve gender equality. I will strongly support Canadian girls and women both in chess competitions and in chess governance.

Thank you for inviting me to apply.

Sincerely,

This was Patricia's first post to the forum.

Egidijus Zeromskis
02-21-2021, 10:37 AM
If the voting members approve Patricia Gamliel to be part of the board then that is a resolution to add someone to the board.

The board has the ability to add two people to the board, in addition to those elected at the AGM or any meeting of the voting members.

Specifically a number of directors up to one third the directors elected at the AGM can be elected by the board of directors. The procedure is outlined in the NFP act section dealing with the appointment of directors. Such directors would serve until the next AGM.





Is it your ruling as a Chair for my Point of Interest?

Then, I move a motion to appeal.


Reasoning:

The procedure shall be first to increase the number. Call for nominations. Discuss. Vote.

As the matter is before the Voting Members, the board of directors "right" to appoint is not valid here. The board of directors don't elect anyone. They appoint. Nobody from directors has called the board of directors' meeting to appoint anyone as well.

(If the motion need the seconder, someone definitely will support it)

Christopher Mallon
02-21-2021, 12:29 PM
Is it your ruling as a Chair for my Point of Interest?

Then, I move a motion to appeal.


Reasoning:

The procedure shall be first to increase the number. Call for nominations. Discuss. Vote.

As the matter is before the Voting Members, the board of directors "right" to appoint is not valid here. The board of directors don't elect anyone. They appoint. Nobody from directors has called the board of directors' meeting to appoint anyone as well.

(If the motion need the seconder, someone definitely will support it)

I second the motion to appeal.



If a man of Patricia Gamliel's stature and presence was willing to serve on the CFC board of directors I would be in breach of my fiduciary duty to not present such a person to the voting members for election to the board. This does not change because she is a woman.


You are being more presumptuous than usual this morning, telling everyone why they are opposed and then attacking that reason. The problem is, you are rarely correct in your presumptions. This motion is flawed, the process is flawed, and I would vote against it no matter who had been selected.

Christopher Mallon
02-21-2021, 12:58 PM
I would also like to add to the point of order:

The Agenda, which was sent out as part of the notice of meeting, lists Patricia Gamliel as a candidate for the position of Director at Large. Which I believe is the position already occupied by Mark Dutton. It makes no mention of a motion to increase the size of the Executive. So we saw no motion in advance, and we still haven't seen a motion, just a rambling description by Vlad.

I also note the notice of meeting was NOT within the legally required timeline (as it was sent out 19.5 days before the meeting started when the required amount in our bylaws is 21 days, potentially making this entire meeting illegal). This is in the LEGAL paperwork filed with the Government of Canada, which Vlad is always using to try to scare us if we break the NFP rules...


You know, Vlad, an easier way to get a woman on the Exec would be for you to resign, opening up a space and the Exec could just appoint someone...

Lyle Craver
02-21-2021, 01:23 PM
That's going rather far and there's no question we're allowed more than one DAL (director at large). Vlad says we're allowed up to a board of 10 which I do not see in the Act and have requested him to point out the section.

That said, I do feel strongly that the present 7 director format has well served the CFC for a very long time definitely predating any current member of the board.

Having also served for years on the board of the BC Chess Federation, my view is that in general having too many MAL's (members at large) i.e. directors without a specific portfolio does tend to clog decision-making. At present while the BC constitution has not been changed the ONLY provincial members at large are those CFC Voting Members from British Columbia who do not hold another position (another BC constitutional requirement) and I think that's a very reasonable compromise since a CFC Governor / VM has demonstrated that he/she has a strong commitment to the success of both the provincial and national federations.

The current Director at Large position is the descendent of the old Past President position which was made illegal in the new NFP act since 'ex officio' positions (e.g. positions held by virtue of holding another position) were explicitly disallowed in the 2014 "New" NFP Act.

At this point I'm undecided on Mrs. G but will see how this discussion goes.

Vladimir Drkulec
02-21-2021, 01:40 PM
You know, Vlad, an easier way to get a woman on the Exec would be for you to resign, opening up a space and the Exec could just appoint someone...

Yes, I realize that would be convenient for certain elements. Rumours are swirling.

Post has been self-edited because it contained a personal attack which should not have been made.

Christopher Mallon
02-21-2021, 01:55 PM
... which would incidentally leave us in a bit of chaos ...

And there you go again. This has apparently been the case for your entire presidency - basically, the CFC will fail if you are no longer President? That's quite some ego.

You have a properly seconded appeal of your ruling as Chair. Were you planning to ignore that, too, just as you ignore the rules that don't suit you?

Simon_Li
02-21-2021, 02:06 PM
Hello all:

This is my first meeting at CFC. If there is a clause in the act or bylaw to state that there shall be only 7 directors / board members permitted, then I do think that the best move is to revise the act or bylaw to increase the directors / board members from 7 to 8 or 9 first. If there is no limitation of director numbers in the act or bylaw, then it shall be acceptable to nominate new directors as things fit. I will vote Patricia Gamliel for the new director if the act or bylaw permits.

Morgon Mills
02-21-2021, 02:17 PM
I am in precisely the same position as Simon. It's my first meeting, and I think we should increase the number of directors before we vote for who the new director should be, and I would likely vote for Patricia if the vote does go ahead.

Vladimir Drkulec
02-21-2021, 02:17 PM
Here is what I am working on at the moment:

Canadian Sport Tourism Online
Global Cynergies LLC is trying to organize a meeting between the CFC and the USCF and the head of the Moscow Chess Federation with the idea of a tournament series which would involve top Canadian players with lots of sponsorship involved.
I am involved in talks with Calgary Tourism Officials.
I am involved in talks with Durham Region Tourism Officials.
I will probably shortly be involved in talks with Hamilton Tourism Officials.
I have been talking to the FQE.'
I have been talking to multiple people at FIDE either on WhatsApp or by email.
I am in contact with a producer from the CBC which has already resulted in several segments.
I have lost count of how many print media interviews I have done in the last six weeks or so. Contacts have resulted in media interviews for Eric Hansen, Qiyu Zhou, Svitlana Demchenko and Maili-Jade Ouellet.
I am in talks with people about various online tournaments.
That is only a partial list.

Egidijus Zeromskis
02-21-2021, 02:29 PM
Vlad, I request your apologize.

You're action as a Chair on this agenda item is far from average.

If you want discuss my performance, that can be done at the board of directors or the VMs meeting special business. This is not on Agenda for this meeting.

Keep things to the order.

Egidijus Zeromskis
02-21-2021, 02:33 PM
Hello all:

This is my first meeting at CFC. If there is a clause in the act or bylaw to state that there shall be only 7 directors / board members permitted, then I do think that the best move is to revise the act or bylaw to increase the directors / board members from 7 to 8 or 9 first. If there is no limitation of director numbers in the act or bylaw, then it shall be acceptable to nominate new directors as things fit. I will vote Patricia Gamliel for the new director if the act or bylaw permits.


I am in precisely the same position as Simon. It's my first meeting, and I think we should increase the number of directors before we vote for who the new director should be, and I would likely vote for Patricia if the vote does go ahead.

Answering to your questions:


The current CfC By-Laws.

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.

The CFC Articles have 3 as min, 10 as max. Since 2014, the CFC Annual meeting elected 7 board members.

Simon_Li
02-21-2021, 02:33 PM
Hello Vlad and Lyle:

The act or bylaw revisions may be proposed by any director. Vice president, secretary and other directors can also work on the act or bylaw revisions and then the revisions shall be presented in the AGM to have them approved by VM.

Egidijus Zeromskis
02-21-2021, 02:43 PM
For any farther discussions, the Motion to Appeal shall be resolved.

Simon_Li
02-21-2021, 02:44 PM
Apparently the CFC bylaw permits max 10 directors /executives. I vote in favor of appointing Patricia Gamliel as a new director at large.

Aris Marghetis
02-21-2021, 03:06 PM
I fully agree with Chris et al. Like the fundamental intent of this special meeting was to determine our next CFC FIDE Representative. But then Vlad, seemingly completely on his own, adds this to the agenda. The whole thing seems ridiculously procedurally dead, and from the viewpoint of sheer democracy, it's just not right to pre-identify one person for a made-up new role. If we want this new person to be genuinely successful, why not bring them in properly (AGM ELECTION)?!

So far, I am so voting against this.

P.S. to Vlad: please consider apologizing for your mean comments so far. Come on man, the CFC is better than that, let's show it!!

Christopher Mallon
02-21-2021, 03:09 PM
Something else interesting to note:

Since this would make the Exec 8 instead of 7, that would actually give the President a second vote on tied votes.


Votes to Govern at Meetings of the Board of DirectorsAt all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

Aris Marghetis
02-21-2021, 03:10 PM
Something else interesting to note:

Since this would make the Exec 8 instead of 7, that would actually give the President a second vote on tied votes.


[/B]

Yes, I agree with this concern as well. I need to be convinced it's not in purpose, because so far, all these alarm bells are clanging in my big bald head lol

Fred McKim
02-21-2021, 03:43 PM
This is another situation (see FIDE Rep.) that I think the existing Board could have made a decision on. There was no consensus on this, so the President decided to combine this with the FIDE Rep election. Back at the time of the 2010 AGM, I was in favour of expanding the Board by adding two more Directors at Large. I felt this would have been a good move because, it was obvious that it was difficult for "new blood" to come on as a Director. I had no one else on the Board support this idea.

One of the reasons I wouldn't endorse the appointment of Patricia Gamliel at the time it was proposed to us by the President, was that I strongly felt that the appointment of a new FIDE Rep should come first, which to me was going to be Aris Marghetis - there seemed to be no objections. I was not the only one. So here we are, as VM's, now deciding simultaneously.

I do agree with Vlad's attempt to bring our Board to proper gender standards as set by other important organizations. If we are going to expand the board (and again this would be in effect only until the AGM, I think), there are all sorts of worthy individuals, however in this case I think Patricia brings a diverse skill set that we don't have on the Board. At the AGM we can decide to revert back to a 7 person board, and she can run for one of 7 existing positions, stick with 8 people, or my preference would be to expand to 9. I would also be in favour of having Director-at-Large position(s) only serve for 2 consecutive years and other executive positions serve for 3-5 consecutive years (not sure what the right number is).

I will support the appointment of Patricia Gamliel as a Director at Large for the remainder of the year.

Fred

Vladimir Drkulec
02-21-2021, 03:51 PM
And there you go again. This has apparently been the case for your entire presidency - basically, the CFC will fail if you are no longer President? That's quite some ego.

You have a properly seconded appeal of your ruling as Chair. Were you planning to ignore that, too, just as you ignore the rules that don't suit you?

Nice straw man argument that you are building there. I have not said that the CFC would fail without me. That is just silly. There would be some chaos for a brief period of time. Bob is usually copied on many of my files so someone else could take over on all of those files. The CFC has not failed without Hal Bond. It would not fail without me.

Vladimir Drkulec
02-21-2021, 03:55 PM
Hello all:

This is my first meeting at CFC. If there is a clause in the act or bylaw to state that there shall be only 7 directors / board members permitted, then I do think that the best move is to revise the act or bylaw to increase the directors / board members from 7 to 8 or 9 first. If there is no limitation of director numbers in the act or bylaw, then it shall be acceptable to nominate new directors as things fit. I will vote Patricia Gamliel for the new director if the act or bylaw permits.

The clause in the articles states that there are a minimum of 3 directors and a maximum of 10 directors. We picked 7 as a workable number. Eight should be workable as well. The decisions are never 4 to 3. They are usually 7-0 or 6-1 and occasionally 5-2.

Christopher Mallon
02-21-2021, 03:58 PM
Nice straw man argument that you are building there. I have not said that the CFC would fail without me. That is just silly. There would be some chaos for a brief period of time. Bob is usually copied on many of my files so someone else could take over on all of those files. The CFC has not failed without Hal Bond. It would not fail without me.


You continue to ignore the properly seconded appeal.

Vladimir Drkulec
02-21-2021, 04:13 PM
Vlad, I request your apologize.

You're action as a Chair on this agenda item is far from average.

If you want discuss my performance, that can be done at the board of directors or the VMs meeting special business. This is not on Agenda for this meeting.

Keep things to the order.

I apologize to you for an unprofessional comment. I should have not made it.

However it seems that some elements are trying to overwhelm me with objections about every matter on three different CFC forums.

When we have five days for the meeting it is not always possible to to be one hundred percent present at all times. I have multiple chess lessons today and have been able to slightly scale back on demands on my time so will be absent for an hour or so at a time only.

Vladimir Drkulec
02-21-2021, 04:16 PM
Something else interesting to note:

Since this would make the Exec 8 instead of 7, that would actually give the President a second vote on tied votes.


[/B]

We usually try to have a consensus on most issues and talk things out before we even get to the vote.

Lyle Craver
02-21-2021, 05:46 PM
Be it noted that when the Voting Booth for this motion opens the question will be:

- to approve Mrs. G as an executive member of the CFC
- to NOT approve Mrs. G as an executive member of the CFC
- abstain

There is no other person up for consideration at this time

Vladimir Drkulec
02-21-2021, 05:54 PM
You continue to ignore the properly seconded appeal.


Where is it properly seconded? Whoever did so should properly second it in the other business thread.

Lyle Craver
02-21-2021, 06:10 PM
Hmm seems the post I was responding to (by one of the new VMs) has been deleted.

As for Vlad's point about reaching consensus before calling a vote Vlad knows there WAS a consensus on the FIDE rep position but because Vlad disagreed with the 5-1 consensus he refused to call the Executive vote and instead took it to the Forum.

I have already posted the link to the post-NFP regulations, members can judge for themselves the constitutionality of that procedure.

Vladimir Drkulec
02-21-2021, 06:14 PM
You may or may not have a point but given what the resolution actually is it's clear to me that anybody voting yes to the resolution is voting yes to increasing the size of the board from 7 to 8.

Logically how could it be otherwise? It would be nonsensical to elect her but not seat her right?

That would be my opinion along with that of some lawyers. I think your logic is impeccable.

Lyle Craver
02-21-2021, 06:34 PM
I was joking when I said that.

Logically the very idea of actually doing that is completely laughable. Sorry if my jest was not obvious to all.

Christopher Mallon
02-21-2021, 06:42 PM
Where is it properly seconded? Whoever did so should properly second it in the other business thread.

The relevant posts are below. It is NOT new business, it is a point of order relating to this motion and must be voted on before this motion proceeds.


I would also like to add to the point of order:

The Agenda, which was sent out as part of the notice of meeting, lists Patricia Gamliel as a candidate for the position of Director at Large. Which I believe is the position already occupied by Mark Dutton. It makes no mention of a motion to increase the size of the Executive. So we saw no motion in advance, and we still haven't seen a motion, just a rambling description by Vlad.

I also note the notice of meeting was NOT within the legally required timeline (as it was sent out 19.5 days before the meeting started when the required amount in our bylaws is 21 days, potentially making this entire meeting illegal). This is in the LEGAL paperwork filed with the Government of Canada, which Vlad is always using to try to scare us if we break the NFP rules...


You know, Vlad, an easier way to get a woman on the Exec would be for you to resign, opening up a space and the Exec could just appoint someone...


I second the motion to appeal.



You are being more presumptuous than usual this morning, telling everyone why they are opposed and then attacking that reason. The problem is, you are rarely correct in your presumptions. This motion is flawed, the process is flawed, and I would vote against it no matter who had been selected.



Is it your ruling as a Chair for my Point of Interest?

Then, I move a motion to appeal.


Reasoning:

The procedure shall be first to increase the number. Call for nominations. Discuss. Vote.

As the matter is before the Voting Members, the board of directors "right" to appoint is not valid here. The board of directors don't elect anyone. They appoint. Nobody from directors has called the board of directors' meeting to appoint anyone as well.

(If the motion need the seconder, someone definitely will support it)

Vladimir Drkulec
02-21-2021, 06:49 PM
kris-egis@XXXXXXXX (kris-egis@kris-egis.com)

Sat 2021-02-20 9:28 PM

President,
Secretary,

cc to the rest of CFC directors



As the special meeting will start soon and it is done electronically
simultaneously in all threads, I'm sending my request to include this
Point of Order matter for the special meeting agenda in advance.

(numbers are to the items on the Agenda as in the text bellow)


Point of order

Regarding the (3) and (5).

Class A members had not a resolution to increase the current number of
directors from 7 to 8.




With best regards,
Egidijus Zeromskis




If the voting members approve Patricia Gamliel to be part of the board then that is a resolution to add someone to the board and increase the number of directors from 7 to 8.



So this is the proper venue for your point of order. I have already ruled on your point of order. You want to challenge my ruling. What is your reasoning?

Your point of order is ruled not well taken. Can we move on now?

Christopher Mallon
02-21-2021, 07:00 PM
So this is the proper venue for your point of order. I have already ruled on your point of order. You want to challenge my ruling. What is your reasoning?

Your point of order is ruled not well taken. Can we move on now?


Are you seriously going to pretend that you haven't seen the reasoning Egis posted, or the reasoning that I added when I seconded it, even after it was directly pointed out to you multiple times?

A seconded appeal must be put to immediate vote. Will you do so?

Nikolay Noritsyn
02-21-2021, 08:16 PM
Are you seriously going to pretend that you haven't seen the reasoning Egis posted, or the reasoning that I added when I seconded it, even after it was directly pointed out to you multiple times?

A seconded appeal must be put to immediate vote. Will you do so?

I also agree with Egis' reasoning. This issue must be put for a vote for the voting members, just like the matter of FIDE Representative. There is no reason to follow procedure in one case and not the other.

Vladimir Drkulec
02-21-2021, 09:14 PM
I also agree with Egis' reasoning. This issue must be put for a vote for the voting members, just like the matter of FIDE Representative. There is no reason to follow procedure in one case and not the other.

Fine. Lyle how do we do this in an electronic meeting? What is the time frame for the overturn of the chair's ruling?

Pierre Dénommée
02-21-2021, 10:15 PM
Despite of its potential merit, this challenge is rather childish. Another meeting with the right question could be called in 21 days and the sole merit of this challenge would have been to delay things by 21 days. Is this really in the best interest of the CFC? We refer to such methods as dilatory tactics which are favoured by the Opposition in Parliaments all over the word.

Vladimir Drkulec
02-21-2021, 10:31 PM
Despite of its potential merit, this challenge is rather childish. Another meeting with the right question could be called in 21 days and the sole merit of this challenge would have been to delay things by 21 days. Is this really in the best interest of the CFC? We refer to such methods as dilatory tactics which are favoured by the Opposition in Parliaments all over the word.

I have experienced very many dilatory tactics in the last few weeks.

Lyle Craver
02-21-2021, 11:18 PM
Could you explain in more detail what specifically what you mean by that comment?

Christopher Mallon
02-21-2021, 11:36 PM
Despite of its potential merit, this challenge is rather childish. Another meeting with the right question could be called in 21 days and the sole merit of this challenge would have been to delay things by 21 days. Is this really in the best interest of the CFC? We refer to such methods as dilatory tactics which are favoured by the Opposition in Parliaments all over the word.

Technically no, the point is the correct way to do it is to increase the size of the board of directors, and then have nominations and potentially an election.

Fred McKim
02-21-2021, 11:59 PM
Technically no, the point is the correct way to do it is to increase the size of the board of directors, and then have nominations and potentially an election.

If we are really going through with a vote to increase the Board, I would move that we increase it by two Directors-at-Large, instead of 1. This would possibly alleviate the concerns of the President holding two votes. I also think it would be possible that any of the Candidates or ex-Candidates for FIDE Rep could also run for one of these positions, as is the case in the elections at the AGM.

Fred

Christopher Mallon
02-22-2021, 12:09 AM
If we are really going through with a vote to increase the Board, I would move that we increase it by two Directors-at-Large, instead of 1. This would possibly alleviate the concerns of the President holding two votes. I also think it would be possible that any of the Candidates or ex-Candidates for FIDE Rep could also run for one of these positions, as is the case in the elections at the AGM.

Fred


Yes, it should be an odd number, whatever the number is. And it should be an election, not a "here's one candidate hand-picked by the President"

Personally I would like to see portfolios rather than lots of Directors-At-Large. Perhaps Woman's Coordinator (with a requirement that they be a woman unless none are nominated?) ... and I don't think Master's Rep can really be a Director, because they are not chosen by the VMs? Just brainstorming here.

Lyle Craver
02-22-2021, 02:09 AM
I have said numerous times both within the executive and here that while I >prefer< a 7 member board as I do think it's the most effective number in terms of actually getting things done, if we MUST repeat MUST enlarge the board that it be to 9 and that it be by the addition of two current officers. I have NOT specified which officers though the womens' coordinator is certainly one of the ones I would choose. I probably would also choose the ratings auditor since the CFC rating system is one of our prime assets and keeping the integrity of the system along with keeping it somewhat highly coordinated with other systems is a key CFC task. If we were to create a new position my pick would be head of fundraising or the NAC chair both of which are important functions.

While there have been several women I would have been happy to have on the national board through the years I do think our board fairly reflects our membership and while I certainly support recruiting more women as members would not ever support a situation where midway through the election process the future president is obliged to say "OK at this point we have all the men our board can handle, for the following positions in our elections no men need apply". And I would much prefer an active female player on the board to someone who is a stranger to us. Lynn Stringer is one who definitely in her day was a highly credible name for a board level office. Alexandra Botez may well be some day (and I say that as someone who has known her since before her teens) - but I would never vote for or against someone primarily or solely on the basis of his or her gender.

The solution to our gender gap is recruiting more girls and women (or in the case of juniors persuading them to stay active in chess as adults) far more so than recruiting and I wish we didn't have an election ongoing as I said this as this is NOT a swipe at our nominated MAL.

Halldor P. Palsson
02-22-2021, 03:13 AM
In an in person meeting the Chair would just call the question on an appeal of his ruling and we would just move on.

For something like this appeal vote do VMs want to send an e-mail and give 3-6-12 or 24 hours for an on line meeting to implement an appeal of any ruling by the presiding officer - Roberts Rule of Order? This on-line format is not well suited to this type situation.

Vladimir Drkulec
02-22-2021, 04:26 AM
If we are really going through with a vote to increase the Board, I would move that we increase it by two Directors-at-Large, instead of 1. This would possibly alleviate the concerns of the President holding two votes. I also think it would be possible that any of the Candidates or ex-Candidates for FIDE Rep could also run for one of these positions, as is the case in the elections at the AGM.

Fred

There is no point in increasing the size of the board if it does not increase the capabilities of the board. Mr. Plotkin would be a good person for the board because of his capabilities and the fact that he would not be a passenger out to pad his resume. If you increase the size of the board and make it a good old boy popularity contest you will be diminishing the effectiveness of the board at a time when we really can't afford it.

Christopher Mallon
02-22-2021, 07:55 AM
In an in person meeting the Chair would just call the question on an appeal of his ruling and we would just move on.

For something like this appeal vote do VMs want to send an e-mail and give 3-6-12 or 24 hours for an on line meeting to implement an appeal of any ruling by the presiding officer - Roberts Rule of Order? This on-line format is not well suited to this type situation.

The voting probably needs to be the same as regular voting, as in using a poll in the meeting room. With a shortened time limit (24 hours?) and an email to all VMs perhaps.

Someone emailed me asking why not just vote no on the motion? This will allow us to vote against the PROCESS rather than the person. Plus allowing this to happen will set a bad precedent.

Lyle Craver
02-22-2021, 12:15 PM
I'm not entirely clear what Vlad is saying with his last post but absolutely the board is a working group with little room for passengers. (Which I don't think we've had for several years)

All of us on the board have periods where we are busier than others and have more or less time for chess but absolutely the board isn't composed of "floaters"

But yes Egis' challenge needs dealt with immediately - and I'm not in a position to do it as I'm off to work in about an hour and have an evening event tonight that will keep me till about 8:30-9 Vancouver time.

Egidijus Zeromskis
02-22-2021, 12:25 PM
There is no point in increasing the size of the board if it does not increase the capabilities of the board.

The board number can still stay the same even. The officer without being a director can do a lot as well. Like example: the CEO is not a director at all in other organizations. While the CFC can not afford that, the position is also close to the full time job.

Anyway.

To extend my concerns with the proposal:

The increase of the number of directors requires a separate resolution. Voting members can do that "from time to time". Thus, that increased number will stay for awhile until the resolution to change the number again will pass.

We're dealing with this CFC By-Law:

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.

I don't recall that there was ever a resolution to "empowers the directors to determine the number".


In case, the number is increased, the election shall be called. Usual time for that is the annual meeting.


When the proposal comes from the chair to increase the number to even, I see it as not ethical as the proposal means an additional tie-breaking vote for the chair in board of director meetings.

Paul Leblanc
02-22-2021, 12:35 PM
Patricia Gamliel appears to be a good choice for (something to do with the CFC).
We already have a Director-at-large among the seven existing members of the Board of Directors.
Could she not run for that position at the AGM which is only a few months away? In the meantime,
there is no reason she couldn't do good things for the CFC as a regular member.
If on the other hand, we reach a consensus to increase our board by one member, I will support her.

Vladimir Drkulec
02-22-2021, 12:40 PM
The board number can still stay the same even. The officer without being a director can do a lot as well. Like example: the CEO is not a director at all in other organizations. While the CFC can not afford that, the position is also close to the full time job.

Anyway.

To extend my concerns with the proposal:

The increase of the number of directors requires a separate resolution. Voting members can do that "from time to time". Thus, that increased number will stay for awhile until the resolution to change the number again will pass.

We're dealing with this CFC By-Law:

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.

I don't recall that there was ever a resolution to "empowers the directors to determine the number".


In case, the number is increased, the election shall be called. Usual time for that is the annual meeting.


When the proposal comes from the chair to increase the number to even, I see it as not ethical as the proposal means an additional tie-breaking vote for the chair in board of director meetings.


My position, supported by reading the articles and bylaws is that the directors can add up to two directors in the current configuration. If there are nine directors elected at an AGM then they could potentially bring in three more directors which would be truly unwieldy though this would require changing the articles to allow more than ten directors. The board could have appointed someone to FIDE but then they would have had to be ratified by the voting members at the very next meeting. This would have been quite a complex situation if the voting members refused to assent to this. The person would have remained a director but not FIDE rep unless the voting members also made a resolution to remove him as a director.

Vladimir Drkulec
02-22-2021, 12:44 PM
Patricia Gamliel appears to be a good choice for (something to do with the CFC).
We already have a Director-at-large among the seven existing members of the Board of Directors.
Could she not run for that position at the AGM which is only a few months away? In the meantime,
there is no reason she couldn't do good things for the CFC as a regular member.
If on the other hand, we reach a consensus to increase our board by one member, I will support her.

The AGM is six months away. That can be an eternity. A great deal can be done in six months.

Egidijus Zeromskis
02-22-2021, 12:53 PM
My position, supported by reading the articles and bylaws is that the directors can add up to two directors in the current configuration. If there are nine directors elected at an AGM then they could potentially bring in three more directors which would be truly unwieldy though this would require changing the articles to allow more than ten directors. The board could have appointed someone to FIDE but then they would have had to be ratified by the voting members at the very next meeting. This would have been quite a complex situation if the voting members refused to assent to this. The person would have remained a director but not FIDE rep unless the voting members also made a resolution to remove him as a director.


I think a discussion about the FIDE rep situation is out of order here. We have elections for it now in other thread. To have a smoother future we might come to the Spring meeting create/pass bylaws to clarify the process.

Lyle Craver
02-22-2021, 01:00 PM
Actually that's not quite true.

In parliamentary procedure if there are an even number of votes cast and they're equal on both sides (with no tiebreaker possible as the president has already voted) the motion FAILS

That's fundamental parliamentary procedure - if a motion doesn't pass that's a FAIL. You simply have to get beyond deadline to pass something.

Egidijus Zeromskis
02-22-2021, 01:27 PM
Actually that's not quite true.

In parliamentary procedure if there are an even number of votes cast and they're equal on both sides (with no tiebreaker possible as the president has already voted) the motion FAILS

That's fundamental parliamentary procedure - if a motion doesn't pass that's a FAIL. You simply have to get beyond deadline to pass something.

Thnx for pointing it.

Yup, doubled checked. The chair's tie-vote is in principal a negative one.

Pierre Dénommée
02-22-2021, 04:08 PM
Actually that's not quite true.

In parliamentary procedure if there are an even number of votes cast and they're equal on both sides (with no tiebreaker possible as the president has already voted) the motion FAILS

That's fundamental parliamentary procedure - if a motion doesn't pass that's a FAIL. You simply have to get beyond deadline to pass something.

There is another rule used in fundamental parliamentary procedure : the President does not vote except in case of equality. This has the advantage of avoiding equality.

Aris Marghetis
02-22-2021, 05:51 PM
If we are really going through with a vote to increase the Board, I would move that we increase it by two Directors-at-Large, instead of 1. This would possibly alleviate the concerns of the President holding two votes. I also think it would be possible that any of the Candidates or ex-Candidates for FIDE Rep could also run for one of these positions, as is the case in the elections at the AGM.

Fred

I disagree with this proposal. Vlad offered this to me, to make me a Director-at-Large (this was before I withdrew my candidacy). I disagreed in strong terms.

Aris Marghetis
02-22-2021, 05:54 PM
Patricia Gamliel appears to be a good choice for (something to do with the CFC).
We already have a Director-at-large among the seven existing members of the Board of Directors.
Could she not run for that position at the AGM which is only a few months away? In the meantime,
there is no reason she couldn't do good things for the CFC as a regular member.
If on the other hand, we reach a consensus to increase our board by one member, I will support her.

I do not support increasing the number of Directors, especially to an even number.
I do support Ms. Gamliel, like anyone else, running for a position at the CFC AGM.

Vladimir Drkulec
02-22-2021, 07:57 PM
Thnx for pointing it.

Yup, doubled checked. The chair's tie-vote is in principal a negative one.

If we were talking about parliament this would be relevant.

Michael Barron
02-22-2021, 10:52 PM
Yes, it should be an odd number, whatever the number is. And it should be an election, not a "here's one candidate hand-picked by the President"

Personally I would like to see portfolios rather than lots of Directors-At-Large. Perhaps Woman's Coordinator (with a requirement that they be a woman unless none are nominated?) ... and I don't think Master's Rep can really be a Director, because they are not chosen by the VMs? Just brainstorming here.

I like you idea, Chris, about adding 2 Directors with portfolios - Director of Corporate Affairs and Womens' Coordinator.
Can we do it now, at this meeting?

I don't see a merit in wasting time and creating artificial barriers...

Vladimir Drkulec
02-22-2021, 11:11 PM
I like you idea, Chris, about adding 2 Directors with portfolios - Director of Corporate Affairs and Womens' Coordinator.
Can we do it now, at this meeting?

I don't see a merit in wasting time and creating artificial barriers...

That is a very interesting idea. Pierre does work hard. He helped me when the continuation process was moving through the hoops although he sometimes can drive me crazy. I am happy with his efforts as women's coordinator. He is no passenger.

Christopher Mallon
02-22-2021, 11:12 PM
I like you idea, Chris, about adding 2 Directors with portfolios - Director of Corporate Affairs and Womens' Coordinator.
Can we do it now, at this meeting?

I don't see a merit in wasting time and creating artificial barriers...

What would the job description be for Corporate Affairs?
What do you think of my previous idea to restrict Women's Coordinator to being a woman, unless no women are nominated?

Vladimir Drkulec
02-22-2021, 11:18 PM
What would the job description be for Corporate Affairs?
What do you think of my previous idea to restrict Women's Coordinator to being a woman, unless no women are nominated?

There is no reason why a women would need to be relegated to only a certain officer or director position.

Michael Barron
02-22-2021, 11:18 PM
What would the job description be for Corporate Affairs?
What do you think of my previous idea to restrict Women's Coordinator to being a woman, unless no women are nominated?

I like this idea as well - to restrict Women's Coordinator to being a woman, unless no women are nominated.

And I would ask Mrs. Patricia Gamliel to suggest the job description for Director of Corporate Affairs.

Christopher Mallon
02-22-2021, 11:25 PM
There is no reason why a women would need to be relegated to only a certain officer or director position.


Who said anything about relegating? I said the position would be restricted to any women who are nominated, unless none are. Nothing in that would force women to only go for that role and none other.

Christopher Mallon
02-22-2021, 11:29 PM
Fine. Lyle how do we do this in an electronic meeting? What is the time frame for the overturn of the chair's ruling?


Vlad, it has now been more than a day since you agreed to a vote on the appeal, and a day and a half since the appeal was first made. A vote needs to happen (it should have happened immediately) and if you won't start the vote yourself (or direct Lyle or myself that it be started), Egis as the original mover of the appeal can put the question to a vote himself.

Vladimir Drkulec
02-23-2021, 12:21 AM
Vlad, it has now been more than a day since you agreed to a vote on the appeal, and a day and a half since the appeal was first made. A vote needs to happen (it should have happened immediately) and if you won't start the vote yourself (or direct Lyle or myself that it be started), Egis as the original mover of the appeal can put the question to a vote himself.

I have been offline most of today with internet outages which also took out my phone.

I emailed Lyle a suggestion at 1:08 pm in one of the windows when internet was working. I think we will do a multipart poll tomorrow in the adding to the board thread one of which will be to gum up the works with this point of order.

Lloyd Lombard
02-23-2021, 08:14 PM
Lyle replied to my e-mail asking how many "Directors" and "VM's" we have in the CFC. He said around 65 ! It may well be that I'll withdraw my opposition to the expansion of the Executive as I didn't realize there were that many.

Pierre Dénommée
02-23-2021, 11:55 PM
I have also changed my mind because, irrespective of the poor procedure, the current meeting demonstrated that the CFC needs a Lawyer on board, not to protect us from lawsuits, but to ensure that we will act in such a way as to avoid lawsuits, to draft Ethics rules for our directors and to significantly change our Articles Of Incorporation and ByLaws.

Generally, to work towards the goals mentioned by Richard Bérubé.

Egidijus Zeromskis
02-24-2021, 11:01 AM
If we were talking about parliament this would be relevant.

We are at least trying to follow them :) Though, in principle the vote is upto the chair per the CFC:


"Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote."

Vladimir Drkulec
02-24-2021, 11:05 AM
I have also changed my mind because, irrespective of the poor procedure, the current meeting demonstrated that the CFC needs a Lawyer on board, not to protect us from lawsuits, but to ensure that we will act in such a way as to avoid lawsuits, to draft Ethics rules for our directors and to significantly change our Articles Of Incorporation and ByLaws.

Generally, to work towards the goals mentioned by Richard Bérubé.

Thank you, Pierre.

Aris Marghetis
02-25-2021, 02:09 PM
I respectfully suggest that this proposal also be tabled to the April meeting, or even the AGM. As it stands now, with all the procedural problems that occurred, people can easily challenge the results. I recommend that we (well, the CFC Executive) agree on the motions, the procedures, resolve any appeal to motions, etc.

Ideally, we want one or motions at our upcoming meetings that are slam-dunks.

Egidijus Zeromskis
02-26-2021, 09:32 AM
As a Chair has not responded in quite a long time, I'll do.

Aris, why I agree that the process was not the best however, it went to voting booth, majority of the VMs voted, results were announced. Hopefully we've learned something not to do again. About the "challenge the results" --- this is beyond this meeting. Thus this Agenda item shall be closed.


Everyone say YEAH.


If within ~ three hours (~11:59 ET) there will be no objections, I'll request administrators of the forum to close this thread.

Aris Marghetis
02-26-2021, 12:54 PM
As a Chair has not responded in quite a long time, I'll do.

Aris, why I agree that the process was not the best however, it went to voting booth, majority of the VMs voted, results were announced. Hopefully we've learned something not to do again. About the "challenge the results" --- this is beyond this meeting. Thus this Agenda item shall be closed.


Everyone say YEAH.


If within ~ three hours (~11:59 ET) there will be no objections, I'll request administrators of the forum to close this thread.

Well Egis, I strongly disagree, but I am just one Voting Member. In addition, I am disappointed at your "if no one replies within 3 hours, then everything is fine" idea. Like seriously man, probably almost no one is still reading these threads. Declaring that as a positive sign just seems wrong to me. My 2c worth, I'm out.

Egidijus Zeromskis
02-26-2021, 01:28 PM
Well Egis, I strongly disagree, but I am just one Voting Member. In addition, I am disappointed at your "if no one replies within 3 hours, then everything is fine" idea. Like seriously man, probably almost no one is still reading these threads. Declaring that as a positive sign just seems wrong to me. My 2c worth, I'm out.

Aris, I'm not saying everything was fine.

But we can not hang on and wait till someone will write again in a day or two. As you wrote - probably no-one is coming anyways.

Vlad told he got back his internet and probably he can conclude himself.