5. Proposal to amend bylaws to reflect that all Executive members are CFC Directors

[Lyle Craver]

Note: It is felt our bylaws are vague and it is desired to make explicit that all members of the National Executive are in fact Directors as defined in the Federal Not for Profit Corporation Act to remove any possible confusion.

It is considered to be a procedural motion rather than a substantive change to our Bylaws.

[Christopher Mallon]

Is there any actual text of the motion?

[Lyle Craver]

My personal view is that reading the text of the "NFP Handbook" and the "Classic Handbook" it is completely clear that this is so but if a text is needed

"Be it resolved that the Bylaws and Handbook of the Chess Federation of Canada be read to show that all Executive Members of the Chess Federation of Canada are Directors as defined in the Not For Profit Act"

My view of this is that it's just dotting i's and crossing t's - in other words basic housekeeping.

Incidentally I also think the following link desperately needs to be directly linked to the home page (or at the very least the CFC link on the home page) on the CFC site since the bylaws are not currently readily accessible to Assembly members and some of the problems we're in now are directly caused by that:

https://www.chess.ca/en/cfc/rules/

[Egidijus Zeromskis]

"Be it resolved that the Bylaws and Handbook of the Chess Federation of Canada be read to show that all Executive Members of the Chess Federation of Canada are Directors as defined in the Not For Profit Act"

I don't think that is enough.

Also it is not good to call Directors with a capital D; as the singular Director has a special meaning in the NFP Act.

While we're used to the "Executive", we shall move towards what Act is using to have less confusions - directors and officers. Also renaming Executive Director (a contractor) as an Office Manager.

[Christopher Mallon]

So according to the legal document, the only Officer who is explicitly a Director is actually the Vice-President. And of course the Director-at-large would be, but they aren't mentioned here. The President and Secretary are implied to be. All other positions are listed as "Officers" ...




According to By-Law Two, Paragraph 10 of the legacy handbook:


10. BOARD OF DIRECTORSThe 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 or the Assembly, by ordinary resolution, at the Annual Meeting specifically decides to elect another person in place of the Past President. Upon election at an Annual Meeting the Board of Directors shall serve as Directors until the next Annual Meeting of the Assembly or until the Director(s) resign(s) or their successors are elected or appointed in their stead unless replaced by a vote of the Assembly prior to that time.

Of course this is badly out of date as past president was replaced by director at large at some point. And if it is still in force, than it completely rules increasing the size of the board out of order until the annual meeting.

My issue with the wording of the motion is that even "Executive Members" is not defined. So it's just going to be vague in a different way. Can we just amend this bylaw so that it makes sense?

[Egidijus Zeromskis]

I think it shall be time to scrap the legacy handbook and don't even look at it anymore, as always comes a question: is it still valid?

There is a new Articles, By-Laws, NFP Act, and 2021.

[Christopher Mallon]

I think it shall be time to scrap the legacy handbook and don't even look at it anymore, as always comes a question: is it still valid?

There is a new Articles, By-Laws, NFP Act, and 2021.

We need to get there, yes, but we do need a lot of those regulations (or at least newer versions of them).
At every AGM there is talk about committees to go through sections and update them. Has even one section been completed, 7 years later? I suspect they get bogged down wanting to make more than the minimum changes required, but then can't agree on those changes.

[Aris Marghetis]

So the fundamental intent of this special meeting was to determine our next CFC FIDE Representative. From the comments in this thread already, it's apparent that this isn't necessarily some quick wording fix. So why are we trying to push it through so quickly? Like did we even have the proposed changes in time to meet our conditions for a meeting like this? The rush to do this is making me uneasy. I would rather 2-3 people step forward to figure out a proposal for our summer AGM.

My "spidey sense" is telling me to vote against this for this special meeting.
I have no problem with it being properly prepared for our summer AGM.

[Lyle Craver]

This is why I asked that these two documents be READILY available via the website links. These are our primary governance documents.

I have re-read both (well only the governance section in the old Handbook) and urge any of you specifically interested in governance to do so as well. I cannot say it strongly enough - these 2 documents need to be accessible via direct link from our main site.

It is possible I missed the president's resolution text in the several hundred e-mails that have gone back and forth in the past 4 weeks (which I believe is a record in the 25+ years I've been a Governor / VM / Executive member) but at this point I think the president needs to either give us a clear resolution text or table this to the next quarterly meeting.

As stated above I do believe this is a housekeeping matter and not at all controversial particularly compared to the other items on this meeting's agenda.

[Fred McKim]

I think if the NFP Act / "New" CFC Constitution was followed word for word, the VM's would elect a Board of Directors -- this Board would then select the "Executive" officers, 6 of the 7 specified having specific duties -- in theory they wouldn't even have to be members of the Board. I think the important concept is to realize that we vary from that procedure in that while the VM's still elect the Directors, they (the VM's) also agree to the Candidates proposed "executive" positions.

[Vladimir Drkulec]

The required additions are in bold red underline below.

OFFICERS

Description of Offices

Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

President - The shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation and will be chair of the board, and shall be a director. When present, preside at all meetings of the board of directors and of the members. The President shall have such other duties and powers as the board may specify.

Vice-President - The vice-president of the board, if one is to be appointed, shall be a director. If the President is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify or the president may delegate.

FIDE Representative - The FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive (the directors), and shall:


[*=1]i) be the official liason between the Chess Federation of Canada and FIDE;
[*=1]ii) be the FIDE Zone President for Canada;
[*=1]iii) deal with matters relating to the FIDE Americas Continent;
[*=1]iv) if funding is available, at minimum, attend the annual FIDE Congresses;
[*=1]v) work with the Public Relations Coordinator in dealing with mainstream media on chess promotion as it relates to FIDE issues.


Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the director who is the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

Treasurer - If appointed, the treasurer shall be a director and have such powers and duties as the board may specify.

Youth Coordinator - The Youth Coordinator will be a director responsible for coordinating our participation in the World Junior Championship, the World Girls Championship, the WYCC, the Pan-American Junior and Youth Championships, The North American Junior and Youth Championships, the World Youth Chess Olympiad, and any other FIDE-related junior tournaments. The Youth Coordinator will be responsible for finding organizers for the Canadian Junior Championship and the Canadian Youth Chess Championships, and for assisting the Provincial Junior Coordinators in finding organizers for the Youth Chess Championships, and any Regional Qualifier Youth Chess Championships.

Other Officers - The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

[Don Parakin]

I cannot say it strongly enough - these 2 documents need to be accessible via direct link from our main site.
FYI, this web page, CFC Rules & Regulations (https://www.chess.ca/en/cfc/rules/), has been on the new chess.ca since Sept 5, 2020. It can be reached from the top menu "CFC" > "Reference" : "CFC Handbook".

[Christopher Mallon]

Okay, so it is modifying the legal document. Is there a cost to this, and if so, what is the amount?

[Lloyd Lombard]

Section 125 of the NFP Act states: "125 A corporation shall have one or more directors, but a soliciting corporation shall not have fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates." I believe we're classified as a "corporation" under the Act. I'm fairly certain I asked the question several years ago however I can't recall the answer to: "Why" are not all the Directors referred to as "Directors". I've been involved in a number of Boards over the years and I've never seen this type of "naming structure". Usually, the Board of Directors is composed of all the members who have a right to vote. The "Executive" is composed of "Directors" who are responsible for the day-to-day operations of the corporation. The other "Directors" are responsible for their respective portfolios (not required to have one, but if they do). In my view, all the Provincial Representatives have a vote and as such, under the NFP Act and the CFC Bylaws, are "Directors", "not" just the Executive. Perhaps there's a logical explanation to the reasoning of calling some "Directors" "Voting Members" and I look forward to reading it. This is an issue which I would very much appreciate Patricia's opinion on.

[Pierre Dénommée]

Okay, so it is modifying the legal document. Is there a cost to this, and if so, what is the amount?

Bylaws modification: cost 0$

Article of Incorporation Modification: cost free to change the province of registered office or number of directors online and 200$ for any other modification. Such a modification requires a special resolution with a 2/3 majority, non-voting members may vote if the NFP Act allows them to vote. Such modification must be on the Agenda and cannot be added during a meeting. Proper notice of such a motion must be given. If the resolution did not originate from the board of directors, the mover of the motion is responsible for the payment of the fee and the Law gives the board of directors many reasons to refuse to include such a change during the next meeting of the members, but the fact that it cost 200$ is not an acceptable reason for a refusal.

NFP ACt fees https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04957.html

[Vladimir Drkulec]

Okay, so it is modifying the legal document. Is there a cost to this, and if so, what is the amount?

There is no cost for this.

[Lyle Craver]

Well no - in organizations where this is the norm (and I'm on the board of one so have been there first hand) the general membership elects the board, then at the first Executive meeting those elected select their "portfolios".

Which in this case meant returning the returning execs to their previous portfolios and the newbies getting what was left but that wasn't automatic.

Speaking personally I think that would be a horrible deal for the CFC as I could conceivably become FIDE rep which would be totally out of step to my skill set.

[Egidijus Zeromskis]

My opinion, the CFC shall not bound that officers can be selected/appointed from a director pool. This is not healthy. This will later might require to be changed if going after the COC recommendations for better governance.

[Vladimir Drkulec]

My opinion, the CFC shall not bound that officers can be selected/appointed from a director pool. This is not healthy. This will later might require to be changed if going after the COC recommendations for better governance.

The COC made it clear that the big issue was eventual gender parity on the board. Election of board members by the board was expressly rejected by the governors. If we get gender parity then we will probably be able to skate on the other requirements because this is their opinion of what the structure should be but is not anywhere in the NFP act. Gender parity is a policy of the government.

[Egidijus Zeromskis]

Election of board members by the board was expressly rejected by the governors..

We're in 2021, 7 year has passed. Time to think differently.

That's why this change shall not be taken with easy hand. There will be some "waiting" period for another possible change.

[Lyle Craver]

OK I now see the link - which I was familiar with but had not seen the change as previously it had ONLY been "the old Handbook"

These are currently on a Google drive - when will these be ported to the main CFC site as opposed to Google's good wishes in keeping our pages up and running?

For what it's worth I don't see this page as being transparent at all - given that I regularly access these documents (before every online meeting I always re-read the regs for online meetings to ensure I haven't forgotten something) it's only been recently I've had access to the "new" bylaws and was particularly shocked that enclosed in that document was a letter to the federal government said to be in my name which I had not in fact written. I very much DO recall the "time trouble" we were in at that point but I know what I wrote and what I didn't.

[Christopher Mallon]

Section 125 of the NFP Act states: "125 A corporation shall have one or more directors, but a soliciting corporation shall not have fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates." I believe we're classified as a "corporation" under the Act. I'm fairly certain I asked the question several years ago however I can't recall the answer to: "Why" are not all the Directors referred to as "Directors". I've been involved in a number of Boards over the years and I've never seen this type of "naming structure". Usually, the Board of Directors is composed of all the members who have a right to vote. The "Executive" is composed of "Directors" who are responsible for the day-to-day operations of the corporation. The other "Directors" are responsible for their respective portfolios (not required to have one, but if they do). In my view, all the Provincial Representatives have a vote and as such, under the NFP Act and the CFC Bylaws, are "Directors", "not" just the Executive. Perhaps there's a logical explanation to the reasoning of calling some "Directors" "Voting Members" and I look forward to reading it. This is an issue which I would very much appreciate Patricia's opinion on.

It's been a very long time but what I recall is that there were a number of legal implications on both sides - going towards OMOV instead of VMs, and going towards "All VMs are Directors"
Also there was a general wish to try to fit our then-current governance structure as much as possible into what would be acceptable under the NFP rules.

[Christopher Field]

I think it shall be time to scrap the legacy handbook and don't even look at it anymore, as always comes a question: is it still valid?

There is a new Articles, By-Laws, NFP Act, and 2021.

You should write "Bye-laws".

Chris Field.

[Pierre Dénommée]

Election of board members by the board was expressly rejected by the governors.

I assume you mean: "Election of the Officers by the board members was expressly rejected by the governors." The complete suppression of the election would be improper and would jeopardize our chance to get any government support. For the FQE, democratic life is a factor taken into account by the government to determine eligibility for subventions.

[Pierre Dénommée]

It's been a very long time but what I recall is that there were a number of legal implications on both sides - going towards OMOV instead of VMs, and going towards "All VMs are Directors"
Also there was a general wish to try to fit our then-current governance structure as much as possible into what would be acceptable under the NFP rules.

Good governance practices impose a limit on the number of directors. For example, the FQE could have between 7 and 9 directors according to mandatory provincial sound governance principles. No organization can function efficiently with 60 directors.

[Vladimir Drkulec]

Good governance practices impose a limit on the number of directors. For example, the FQE could have between 7 and 9 directors according to mandatory provincial sound governance principles. No organization can function efficiently with 60 directors.

You can if you put a time limit on every vote. Anyone who didn't respond in time will not be counted or counted as an abstention.

[Pierre Dénommée]

You can if you put a time limit on every vote. Anyone who didn't respond in time will not be counted or counted as an abstention.


The COC has set some limits https://nso.olympic.ca/wp-content/uploads/2021/02/DRAFT-Canadian_Sports_Governance_Code-v8-Jan-27-2021.pdf

B.Boards

1.Best practice is that Boards have an odd number of directors immediately following each election of directors by the members and be functional in size with a minimum of five board members and a maximum of fifteen boardmembers. It is expected that a typical board would have seven to eleven members

[Lyle Craver]

I agree with Pierre on this and would add we have never formally discussed and CERTAINLY have never voted on a formal Canadian Olympic Committee link. On the other hand they do have some useful things to say on governance though their advise is clearly aimed at more top down larger and better funded organizations than we are. In particular I find their section C1 in the document Pierre cites as highly problematic to put it mildly as it says

<begin quote>
C. Board Committees
1. A board shall have committees that focus on the following matters:
(i) nominating
(ii) governance and ethics
(iii) audit and finance
A board may establish such other committees as it considers desirable. Except as provided
in C.3 below, the role of each committee is to recommend matters for approval by the
board.
<end quote>

... and I'll be d***ed if as a CFC Voting Member or Executive member if I will ever consent to inserting a nominating committee (item C1) between the membership and the national executive. That is inimical to the grass roots organization we are and no VM should be happy to accept this one. As for ethics or finance and governance, we have the National Appeals Committee (which is something related but not at all the same) and Finance & Audit which for the CFC is mostly the executive sitting as a whole - we have not produced AUDITED financials in years and given an audit starts at $4000-5000 and is often higher is just plain not feasible with our existing budget. But for me of all those creating a nomination committee is the real "showstopper"

The COC has plenty good to say in advice but following it to the letter would change the CFC in a way I for one will never embrace.

I am completely certain the role of the TD will never embrace collecting urine samples from masters at events. Given some of the blunders I have made in online play during the past year it would be "interesting" to know the COC's idea of what substances would be "performance enhancing". You may think I am kidding and mostly I am but this is the world we are embracing when we embrace the COC.

[Pierre Dénommée]

The COC has plenty good to say in advice but following it to the letter would change the CFC in a way I for one will never embrace.

I am completely certain the role of the TD will never embrace collecting urine samples from masters at events. Given some of the blunders I have made in online play during the past year it would be "interesting" to know the COC's idea of what substances would be "performance enhancing". You may think I am kidding and mostly I am but this is the world we are embracing when we embrace the COC.

This is the task of a Doping Control Officer https://cces.ca/sample-collection-personnel .

I agree that the COC good governance rules apply in whole only at large organizations. I prefer the Quebec three tiers approach to governance based on the amount of Government money received and on total budget. Small organizations get benefits without excessive expenses.

[Lyle Craver]

Perhaps you could enlarge on that Pierre as this is something most of us are either uninformed or less informed than we might be. (In my case I've heard of it but know little about it and would be the first to admit it)

[Lyle Craver]

Incidentally we have all run far from the original proposal which in my opinion

(a) was a slam dunk proposition BUT

(b) not implementable at this meeting as there was no motion or resolution attached to it. In one of the earlier postings on this I asked the president for an actual resolution on the subject but clearly other matters have been a highe priority for him today which given what's currently on our collective plates is no surprise to me at all.

[Vladimir Drkulec]

Incidentally we have all run far from the original proposal which in my opinion

(a) was a slam dunk proposition BUT

(b) not implementable at this meeting as there was no motion or resolution attached to it. In one of the earlier postings on this I asked the president for an actual resolution on the subject but clearly other matters have been a highe priority for him today which given what's currently on our collective plates is no surprise to me at all.

Be it resolved that the CFC bylaws be modified to reflect the fact that the term executive is synonymous with board of directors.

OLD BYLAW
OFFICERS

Description of Offices

Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

President - The shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation and will be chair of the board, and shall be a director. When present, preside at all meetings of the board of directors and of the members. The President shall have such other duties and powers as the board may specify.

Vice-President - The vice-president of the board, if one is to be appointed, shall be a director. If the President is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify or the president may delegate.

FIDE Representative - The FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive, and shall:


[*=1]i) be the official liason between the Chess Federation of Canada and FIDE;
[*=1]ii) be the FIDE Zone President for Canada;
[*=1]iii) deal with matters relating to the FIDE Americas Continent;
[*=1]iv) if funding is available, at minimum, attend the annual FIDE Congresses;
[*=1]v) work with the Public Relations Coordinator in dealing with mainstream media on chess promotion as it relates to FIDE issues.



Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

Treasurer - If appointed, the treasurer shall have such powers and duties as the board may specify.

Youth Coordinator - The Youth Coordinator will be responsible for coordinating our participation in the World Junior Championship, the World Girls Championship, the WYCC, the Pan-American Junior and Youth Championships, The North American Junior and Youth Championships, the World Youth Chess Olympiad, and any other FIDE-related junior tournaments. The Youth Coordinator will be responsible for finding organizers for the Canadian Junior Championship and the Canadian Youth Chess Championships, and for assisting the Provincial Junior Coordinators in finding organizers for the Youth Chess Championships, and any Regional Qualifier Youth Chess Championships.


NEW BYLAW


EXECUTIVE (BOARD OF DIRECTOR) OFFICERS

Description of Offices

Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

President - The shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation and will be chair of the board, and shall be a director. When present, preside at all meetings of the board of directors and of the members. The President shall have such other duties and powers as the board may specify.

Vice-President - The vice-president of the board, if one is to be appointed, shall be a director. If the President is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify or the president may delegate.

FIDE Representative - The FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive (the directors), and shall:




[*=1]i) be the official liason between the Chess Federation of Canada and FIDE;
[*=1]ii) be the FIDE Zone President for Canada;
[*=1]iii) deal with matters relating to the FIDE Americas Continent;
[*=1]iv) if funding is available, at minimum, attend the annual FIDE Congresses;
[*=1]v) work with the Public Relations Coordinator in dealing with mainstream media on chess promotion as it relates to FIDE issues.


Other Officers - The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.


Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the director who is the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

Treasurer - If appointed, the treasurer shall be a director and have such powers and duties as the board may specify.

Youth Coordinator - The Youth Coordinator will be a director responsible for coordinating our participation in the World Junior Championship, the World Girls Championship, the WYCC, the Pan-American Junior and Youth Championships, The North American Junior and Youth Championships, the World Youth Chess Olympiad, and any other FIDE-related junior tournaments. The Youth Coordinator will be responsible for finding organizers for the Canadian Junior Championship and the Canadian Youth Chess Championships, and for assisting the Provincial Junior Coordinators in finding organizers for the Youth Chess Championships, and any Regional Qualifier Youth Chess Championships.

Other Non-Executive (Non Board Member) Officers - The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

[Lloyd Lombard]

I don't agree with limiting the numbers of Directors to a specific category of people on the Board. In my view, if we're going to amend the Bylaws , they should reflect that everyone who has a right to vote is a Director of the Board of Directors. Again, the Directors who are on the "Executive" are responsible for the day-to-day operations of the CFC. The Voting Members are already called upon to vote at General Meetings, the AGM, at Special Meetings, etc.. So, bottom line is that a distinction of a "Voting Member" makes no sense because they are in fact, "Directors" by having the power to vote. Again, I haven't practiced commercial law in many years however I have sat on a number of Boards over the years and I believe that this is consistent. In my view, any amendment should reflect that "all" Directors who have a right to vote are deemed to be "Directors" and "not" just the "Executive". If someone has a different interpretation on what I've said, then I'd be very happy to listen.

[Lloyd Lombard]

I should note that the underlined references to "Director(s)" in the NFP Act or the CFC Bylaws, at least the way I read it, merely means that in order to fill that position, you "must" be a Director of the Corporation, it cannot be a a non-Director.

[Egidijus Zeromskis]

My amendments:

The text about the FIDE Rep:

FIDE Representative - If appointed, the FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive (the directors) a director, and shall:

(red - delete)
(bold - added)

New text

FIDE Representative - If appointed, the FIDE (Federation Internationale des Echecs) Representative shall be a director, and shall:


(going in the same way as Treasurer, Secretary)

other option to have similarity to Youth Coordinator - The Youth Coordinator will be a director


FIDE Representative - the FIDE (Federation Internationale des Echecs) Representative will be a director, who shall:

[Lyle Craver]

Please don't use green in your postings - it's invisible on many screens though becomes visible when highlighted.

[Vladimir Drkulec]

I would argue against "if appointed". If and when the CFC moves towards having the directors elected to their posts by the directors then that language might be appropriate. There is no utility to having it in there now.

I am against that idea for the same reason that the governors were against it. It would emasculate the voting members.

[Egidijus Zeromskis]

Thank you for the note. Edited accordingly.

[Egidijus Zeromskis]

I would argue against "if appointed". If and when the CFC moves towards having the directors elected to their posts by the directors then that language might be appropriate. There is no utility to having it in there now.

Don't get it. That worked for Treasurer --- "Treasurer - If appointed, "

[Lyle Craver]

I'm NOT a fan of "if appointed" and don't see it adds anything.

Obviously someone not appoints can't hold any posting.

In general I prefer the present system where each role is elected by the Assembly and would far rather be elected to my specific position by an Assembly of 60-70 members than a Board of 5-10. (Don't read anything into those numbers - I'm being approximate!)

There are executive positions I would never want to be elected to as I don't think I have the skills to do a good job - but there are others I am qualified for and would allow my name to stand for those. I would be surprised if any current board member felt differently.

[Egidijus Zeromskis]

I'm NOT a fan of "if appointed" and don't see it adds anything.

Obviously someone not appoints can't hold any posting.

In general I prefer the present system where each role is elected by the Assembly and would far rather be elected to my specific position by an Assembly of 60-70 members than a Board of 5-10. (Don't read anything into those numbers - I'm being approximate!)

There are executive positions I would never want to be elected to as I don't think I have the skills to do a good job - but there are others I am qualified for and would allow my name to stand for those. I would be surprised if any current board member felt differently.

I think the meaning is that the position (officer) is not mandatory for the organization in a broader sense.



The election process procedure is another matter. To my understanding the process is not documented in current ByLaws as how this actually happening, and comes from the older handbook practice.



Appointment of Officers
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.

[Lyle Craver]

I note the section titled Appointment of Officers cited above does NOT represent current CFC procedure and if an Assembly vote were called to adopt this model I personally would vote against as I believe the present CFC practice serves the interests of governance, of the Assembly and of the general membership quite acceptably.

It is not in general true that ALL change is for the better and the above model (having experienced it in smaller organizations I have been associated with) may work for some organizations but would be dysfunctional in the CFC.

My $ 0.02 worth.

[Don Parakin]

If someone has a different interpretation ...

Hey, Lloyd, this has been spinning around in my head too (either it or my head or both are spinning). What I've got so far ...


Larger-Scale/Separated: In larger corporations, shareholders elect a Board of Directors (BoD). The Board then creates and empowers committees such as an audit committee, a management/executive committee, etc. The most visible is the management/executive committee as it contains officers such as the CEO, CFO, COO, CIO, etc that we usually think runs the company (but at the pleasure of the board). The executive committee might use different titles such as President (CEO), Treasurer (CFO), Secretary (COO), Vice President, etc. Those are roles. A person may fill one or more role. For example, even in very large corporations, the person filling the CEO/President officer role usually also fills a Director role on the BoD (known as an "inside director"). Despite the possible overlap of people, the roles of board and executive are "separated".
Smaller-Scale/Combined: Think of your local chess club. It probably has just officers such as President, VP, Secretary, Treasurer. No explicit and separate Board of Directors. Or, if you prefer, it has an implicit BoD where all the directors are "inside directors" because they hold roles on both the board and the management/executive committee. In other words, the executive committee and board of directors are "combined".

If you've ever been a corporate lawyer (like you) or worked mostly for large corporations (like me), you're likely coming at this from the "Larger-Scale/Separated" mindset and so may be a little confused (as am I). If you are coming from the "Smaller-Scale/Combined" mindset, you may also be a little confused as the NFP Act is based on the "separate board" mindset (but might allow for a "combined/implicit board" too; I'm not sure of that yet; need to do more reading).

Historically, the CFC has always (unconsciously) used the "combined" model but has never explicitly nor clearly stated things in the terminology of corporate law. I was a Governor in 1979-81 and am a VM now and both times I wasn't/ain't 100% certain if I was/am a Director on a very large Board or a proxy voter representing shareholders/members. I'd guess (and hope) it's the latter, a proxy voter, as being a director has legal liabilities. And I believe the CFC continues to implicitly use the "combined" model so it is sometimes confused interpreting the NFP Act, which comes from a "separated" mindset. When the VMs elect the officers of the executive committee, I believe we are also implicitly electing the directors of the Board.

So, by my reckoning ...

Again, the Directors who are on the "Executive" are responsible for the day-to-day operations of the CFC.
In a "combined" model, all executive officers are directors and all directors are executive officers. I think this is true; but not sure if it is good.


So, bottom line is that a distinction of a "Voting Member" makes no sense because they are in fact, "Directors" by having the power to vote.
Power to vote on what? That's a key question. If the VMs had only the power to vote at the AGM for directors of the board and then remained hands-off until the next AGM, then the VMs would be just proxy shareholders. But as they are often asked to vote on specific motions and resolutions, then the VMs are acting a little more like directors, as you state. Most of the current and past executive would likely insist VMs are not directors, but then ask the VMs to act a little like directors by voting on issues between AGMs. I still haven't worked this out in my mind yet.

Anywho, Lloyd, that's what I've gleaned so far. Gotta go make some more popcorn; this show is fascinating :)

[Egidijus Zeromskis]

Hey, Lloyd, this has been spinning around in my head too (either it or my head or both are spinning). What I've got so far ...


Larger-Scale/Separated: In larger corporations, shareholders elect a Board of Directors (BoD). The Board then creates and empowers committees such as an audit committee, a management/executive committee, etc. The most visible is the management/executive committee as it contains officers such as the CEO, CFO, COO, CIO, etc that we usually think runs the company (but at the pleasure of the board). The executive committee might use different titles such as President (CEO), Treasurer (CFO), Secretary (COO), Vice President, etc. Those are roles. A person may fill one or more role. For example, even in very large corporations, the person filling the CEO/President officer role usually also fills a Director role on the BoD (known as an "inside director"). Despite the possible overlap of people, the roles of board and executive are "separated".
Smaller-Scale/Combined: Think of your local chess club. It probably has just officers such as President, VP, Secretary, Treasurer. No explicit and separate Board of Directors. Or, if you prefer, it has an implicit BoD where all the directors are "inside directors" because they hold roles on both the board and the management/executive committee. In other words, the executive committee and board of directors are "combined".

If you've ever been a corporate lawyer (like you) or worked mostly for large corporations (like me), you're likely coming at this from the "Larger-Scale/Separated" mindset and so may be a little confused (as am I). If you are coming from the "Smaller-Scale/Combined" mindset, you may also be a little confused as the NFP Act is based on the "separate board" mindset (but might allow for a "combined/implicit board" too; I'm not sure of that yet; need to do more reading).

Historically, the CFC has always (unconsciously) used the "combined" model but has never explicitly nor clearly stated things in the terminology of corporate law. I was a Governor in 1979-81 and am a VM now and both times I wasn't/ain't 100% certain if I was/am a Director on a very large Board or a proxy voter representing shareholders/members. I'd guess (and hope) it's the latter, a proxy voter, as being a director has legal liabilities. And I believe the CFC continues to implicitly use the "combined" model so it is sometimes confused interpreting the NFP Act, which comes from a "separated" mindset. When the VMs elect the officers of the executive committee, I believe we are also implicitly electing the directors of the Board.

So, by my reckoning ...

In a "combined" model, all executive officers are directors and all directors are executive officers. I think this is true; but not sure if it is good.


Power to vote on what? That's a key question. If the VMs had only the power to vote at the AGM for directors of the board and then remained hands-off until the next AGM, then the VMs would be just proxy shareholders. But as they are often asked to vote on specific motions and resolutions, then the VMs are acting a little more like directors, as you state. Most of the current and past executive would likely insist VMs are not directors, but then ask the VMs to act a little like directors by voting on issues between AGMs. I still haven't worked this out in my mind yet.

Anywho, Lloyd, that's what I've gleaned so far. Gotta go make some more popcorn; this show is fascinating :)

A nice summary.

imho, the model is slightly larger than the chess club -- the CFC has more personal who works (don't understand as employees). The "proxies" are VMs - Class A members. In the transition to new NFPA requirements, the discussion what to do with members. Letting all members be voting ones was also a possibility (I think that would be an analog of US chess federation). But governors wanted to governor -- thus a special class A member. Definitely they are not directors per NFPA.

[Don Parakin]

The "proxies" are VMs - Class A members. ... Definitely they are not directors per NFPA.
I self-direct my own retirement savings so I am a shareholder of many corporations. Once a year, I vote for board members and maybe a few special resolutions. I have never been asked to vote on anything again, not until the next AGM.
I have heard of exceptions to that but they are rare. If shareholders were asked to vote several times throughout the year, there would be "too many cooks" and a lot less would get done.

As a VM, should I only be voting once a year for board members (and executives, since the CFC is "combined") and maybe a few special resolutions? And then wait until the next AGM?

[Egidijus Zeromskis]

As a VM, should I only be voting once a year for board members (and executives, since the CFC is "combined") and maybe a few special resolutions? And then wait until the next AGM?

That for VMs to decide. The current practice is to have quarterly meetings. imho, a smoothly prepared organization should not need nannies so often. The meetings became more on the information type - what's going on. A long letter could be send out for that.

[Don Parakin]

That for VMs to decide.
Now that's something to think about. Not for this meeting, of course, but I guess the VMs could also decide to move from a "combined" to a "separated" model. Might reduce the organizational inertia.

[Pierre Dénommée]

Perhaps you could enlarge on that Pierre as this is something most of us are either uninformed or less informed than we might be. (In my case I've heard of it but know little about it and would be the first to admit it)

Here it is http://www.education.gouv.qc.ca/fileadmin/site_web/documents/loisir-sport/Code_gouvernance_OBNL_ANG.pdf but it is based on Quebec NFP Act which differs significantly from the Canada NFP Act.

The three Levels are defined on page 10.

[Pierre Dénommée]

A nice summary.

imho, the model is slightly larger than the chess club -- the CFC has more personal who works (don't understand as employees). The "proxies" are VMs - Class A members. In the transition to new NFPA requirements, the discussion what to do with members. Letting all members be voting ones was also a possibility (I think that would be an analog of US chess federation). But governors wanted to governor -- thus a special class A member. Definitely they are not directors per NFPA.

This is not the way that the CFC Operate. Many officers are appointed by the VM (Chess Foundation, Pungi Fund, Rating Auditor, Women' Coordinator) and the bylaws should be amended to reflect this reality.

[Aris Marghetis]

My goodness folks: THE SHEER ELEVATED NUMBER OF POSTS about this is a clear indication that we haven't thought this through as thoroughly as we should.

The single thing we NEED to get done is elect our next CFC FIDE Representative.

Things like perfecting one little part of handbook can wait.
Why not get a couple of people to prepare this for the AGM?

[Egidijus Zeromskis]

My point if we're starting to edit the By-Laws, then that shall be done properly and not just changing words here and there.

Btw,


President - The shall be the chief executive officer

Between two bold words, imho a "president" is missing.



In the last month I read our articles, bylaws, and NFPA more than ever. Read some supplemental materials, read what other organizations have. If we really wanna indeed grow, what means also increased number of VMs -- we might be ready for that at the governance level too. This covid time might be good for that as no OTB tournaments to organize, though online ones picked up quite well.

[Egidijus Zeromskis]

To pass or not, this shall be in the voting booth at some moment.

[Pierre Dénommée]

To pass or not, this shall be in the voting booth at some moment.

The motion should be written completely before being sent to the Voting Booth.

[Vladimir Drkulec]

The motion should be written completely before being sent to the Voting Booth.

I thought it was so we will have to add it to the April meeting.

[Egidijus Zeromskis]

The motion should be written completely before being sent to the Voting Booth.

I assume that would have been the text

http://www.chesscanada.info/forum/showthread.php?5600-5-Proposal-to-amend-bylaws-to-reflect-that-all-Executive-members-are-CFC-Directors&p=36647#post36647


While it had not the official seconder, the discussion followed, so let's say it was silently seconded :)

[Vladimir Drkulec]

I assume that would have been the text

http://www.chesscanada.info/forum/showthread.php?5600-5-Proposal-to-amend-bylaws-to-reflect-that-all-Executive-members-are-CFC-Directors&p=36647#post36647


While it had not the official seconder, the discussion followed, so let's say it was silently seconded :)

I think once we get through this meeting we should seriously consider moving to zoom meetings where the meetings are recorded and available on youtube or some other platform. We can have discussions on the forums leading up to the meeting.

Having meetings in a written format on a forum necessarily means that Roberts rules of order are more difficult to implement. The discussions are simultaneous in effect with people joining and leaving the room multiple times over the course of a meeting. There is no requirement in the NFP act to follow Roberts rules. We dispensed with the requirement for a seconder on many questions because there is nothing in the NFP act that suggests that it is required.

With the kind of explosive allegations being thrown around here and elsewhere, and the understandable reaction of FIDE wanting to get to the bottom of it, it is not possible to be focused 100% on this meeting. If the FIDE president Arkady Dvorkovich has some questions for me, I think it is my duty to respond to him and any requests from the FIDE legal department very quickly. They are also being defamed.

Board confidentiality has been shredded. Things have been quoted out of context in an attempt to smear. Once that happens, the only way to resolve the situation may be a wikileaks type dump of all the relevant email discussion threads to provide full context. Perhaps the full text of board discussions should be public after a certain period aside from those that have privacy implications. At this point, there is no discussion between myself and several individuals including Hal Bond which I will not consider releasing.

[Egidijus Zeromskis]

Perhaps the full text of board discussions should be public after a certain period aside from those that have privacy implications.


Board of directors' meeting minutes are available to directors only, that how I read NFPA.


(3) A corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings of the directors and any committee of directors as well as resolutions adopted by the directors or any committee of directors.


Directors’ access to records

(7) The records described in subsections (1) and (3) shall at all reasonable times be open to inspection by the directors. The corporation shall, at the request of any director, provide them with any extract of the records free of charge.



Access to corporate records

22 (1) A member, a member’s personal representative and a creditor of a corporation may examine and, on payment of any reasonable fee, take extracts from the records referred to in paragraphs 21(1)(a) to (f) during the corporation’s usual business hours.

Members can not access director minutes or whatever is in (3).


As it is in the Act, bylaws or articles can not over trumped that.


The directors' resolutions shall come with a note "publish online" or something those meanings if needed.

[Vladimir Drkulec]

I shall not take any rash actions quickly. I will take actions at some point. I do have to respond to FIDE's requests for information.

This morning my blood pressure was 197/99 with a heart rate of 91. I ascribe this to this meeting and the campaign going on. Last week my BP was something like 132/86 when taking it for a phone meeting with my endocrinologist which tends to be a tad stressful though I have been having readings in the 120s pre-craziness.

[Pierre Dénommée]

Board of directors' meeting minutes are available to directors only, that how I read NFPA.








Members can not access director minutes or whatever is in (3).


As it is in the Act, bylaws or articles can not over trumped that.


The directors' resolutions shall come with a note "publish online" or something those meanings if needed.

I disagree, you cannot restrict the directors access to those records because the Law explicitly grant them access, but the Law does not prevent the members from accessing those records with the permission of the board of directors or with and Addition to the Article of Incorporation. In Quebec, a judge can order an NFP to grant access to a member.

The Law is so labelled because the minutes of the Executive may contain confidential information. In France, the members get a summery of the decisions after each Executive meeting, this summary exclude all confidential matters but it is better then hiding the whole minutes.

[Egidijus Zeromskis]

I disagree, you cannot restrict the directors access to those records because the Law explicitly grant them access, but the Law does not prevent the members from accessing those records with the permission of the board of directors or with and Addition to the Article of Incorporation. In Quebec, a judge can order an NFP to grant access to a member.

The Law is so labelled because the minutes of the Executive may contain confidential information. In France, the members get a summery of the decisions after each Executive meeting, this summary exclude all confidential matters but it is better then hiding the whole minutes.

Let's stick just to NFP Act.

Could you please point (if you know) any nfp corporation incorporated accordingly with NFPA that releases minutes or have provisions to show them?

[Sasha Starr]

I think once we get through this meeting we should seriously consider moving to zoom meetings where the meetings are recorded and available on youtube or some other platform. We can have discussions on the forums leading up to the meeting.

Having meetings in a written format on a forum necessarily means that Roberts rules of order are more difficult to implement. The discussions are simultaneous in effect with people joining and leaving the room multiple times over the course of a meeting. There is no requirement in the NFP act to follow Roberts rules. We dispensed with the requirement for a seconder on many questions because there is nothing in the NFP act that suggests that it is required.

With the kind of explosive allegations being thrown around here and elsewhere, and the understandable reaction of FIDE wanting to get to the bottom of it, it is not possible to be focused 100% on this meeting. If the FIDE president Arkady Dvorkovich has some questions for me, I think it is my duty to respond to him and any requests from the FIDE legal department very quickly. They are also being defamed.

Board confidentiality has been shredded. Things have been quoted out of context in an attempt to smear. Once that happens, the only way to resolve the situation may be a wikileaks type dump of all the relevant email discussion threads to provide full context. Perhaps the full text of board discussions should be public after a certain period aside from those that have privacy implications. At this point, there is no discussion between myself and several individuals including Hal Bond which I will not consider releasing.

Vlad, agree with you that there should be much greater transparency in CFC's affairs. The more public is informed - the better! I have no hesitation to invite you, and both winner and loser to my upcoming program on IBM TV "ALL YOU NEED TO KNOW ABOUT CANADIAN CHESS POLITICS". Looking forward to confirmation from ALL!
Sasha Starr VM.

[Egidijus Zeromskis]

Vlad, agree with you that there should be much greater transparency in CFC's affairs. The more public is informed - the better! I have no hesitation to invite you, and both winner and loser to my upcoming program on IBM TV "ALL YOU NEED TO KNOW ABOUT CANADIAN CHESS POLITICS". Looking forward to confirmation from ALL!
Sasha Starr VM.

I think there should be the end of your show advertisement. What about everytime you mention it, you donate one CFC membership.

[Vladimir Drkulec]

I think if the NFP Act / "New" CFC Constitution was followed word for word, the VM's would elect a Board of Directors -- this Board would then select the "Executive" officers, 6 of the 7 specified having specific duties -- in theory they wouldn't even have to be members of the Board. I think the important concept is to realize that we vary from that procedure in that while the VM's still elect the Directors, they (the VM's) also agree to the Candidates proposed "executive" positions.

It is not a requirement though and the NFP act leaves room for not-for profits to set some of their own unique rules. This configuration was soundly rejected by the voting members/governors. You need a two thirds majority to implement this. At this point we would also need to consider whether this might trigger the need for all of the members to vote to approve it, all 2780 of them.

[Vladimir Drkulec]

Vlad, agree with you that there should be much greater transparency in CFC's affairs. The more public is informed - the better! I have no hesitation to invite you, and both winner and loser to my upcoming program on IBM TV "ALL YOU NEED TO KNOW ABOUT CANADIAN CHESS POLITICS". Looking forward to confirmation from ALL!
Sasha Starr VM.

If we are talking about this Saturday, it would be possible for me to attend. I enjoyed watching your show with Vadim, Ken Reagan and the Marins. I am probably not ready to go all out medieval on anyone so I would be on artificially sweetness and light mode but will answer any questions honestly to the best of my ability.

[Pierre Dénommée]

Board of directors' meeting minutes are available to directors only, that how I read NFPA






Members can not access director minutes or whatever is in (3).


As it is in the Act, bylaws or articles can not over trumped that.


The directors' resolutions shall come with a note "publish online" or something those meanings if needed.

This Law is very hard to read, if A implies B then is does not follows the B implies A.

The Laws does not forbid the members access to those documents. It lists the documents that the members can access even if the board of directors objects. The Laws give the right to the members to demand access to certain documents, the directors could be sued an possibly removed from office for failure to give access to those documents.

Nobody can conclude that the members cannot demands implies that the directors cannot give.

This part of the NFP Act has been cut and pasted from the Canada FOR profit Act in which it wouldn't make sense for RBC to get access to the Strategic Planing of BMO by simply buying a single share on the open market. In is book, Martel did notice that some parts of the FOR profit Act have been ported to the NFP Act even if they don't make any sense in the NFP word. For example, the part on the emission on obligations and debentures by an NFP. Martel does not comment on this huge section of the Law because he consider it useless for NFP.

[Sasha Starr]

If we are talking about this Saturday, it would be possible for me to attend. I enjoyed watching your show with Vadim, Ken Reagan and the Marins. I am probably not ready to go all out medieval on anyone so I would be on artificially sweetness and light mode but will answer any questions honestly to the best of my ability.

Thank you, Vlad, in this case I'm inviting officially also GM Kevin Spraggett (waiting for confirmation), Victor Plotkin and Vadim Tsypin. Waiting for confirmation from Mrss. Plotkin and Tsypin here by tonight.
Sasha Starr, VM.

[Pierre Dénommée]

Let's stick just to NFP Act.

Could you please point (if you know) any nfp corporation incorporated accordingly with NFPA that releases minutes or have provisions to show them?

I am the president of a Chess League incorporated under the NFP Act as a protest against the very poor Quebec NFP Act. I would have no problem giving a member a copy of the minutes if he asked them, unless they contains sensible material such employee salary (we don't have any), employee annual evaluation, information about future contract and so on.

[Sasha Starr]

I am the president of a Chess League incorporated under the NFP Act as a protest against the very poor Quebec NFP Act. I would have no problem giving a member a copy of the minutes if he asked them, unless they contains sensible material such employee salary (we don't have any), employee annual evaluation, information about future contract and so on.

Pierre, I'd like to invite you one day on my chess show on IBM TV! Please contact me via email alexander.starr@gmail.com.
I'd like to stop the backroom chess politics once and for all. Some people here may take a notice.
Sasha Starr VM.

[Jeremy Clark]

Pierre, I'd like to invite you one day on my chess show on IBM TV! Please contact me via email alexander.starr@gmail.com.
I'd like to stop the backroom chess politics once and for all. Some people here may take a notice.
Sasha Starr VM.

Is this the appropriate venue for continued advertisements for this channel and show? There are public forums here which are meant for open discussion, where this one is meant for matters related to this special meeting.

[Egidijus Zeromskis]

Chair, can you take a firm stand and rule this out of order and let's close it.

[Vladimir Drkulec]

It is out of order and I will be attending the show as a guest.

[Vladimir Drkulec]

This Proposal will be tabled to the next meeting in April.