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View Full Version : 5A1 Noritsyn, Itkin et al campaign to remove the CFC president



Vladimir Drkulec
04-11-2021, 12:04 PM
This is the discussion thread for the issues surrounding the attempt by Mr. Noritsyn, Itkin, Hussain, Clark and Clarke to remove the CFC president. Hopefully at the end of this discussion we will understand the issues and these individuals motivations for and actions in support of this effort which are important in assessing the legalities associated with this action which they are contemplating. This is an unneeded distraction which is intended to disturb the operation of the executive. These individuals have yet to explain themselves preferring to try to engage me in multiple arguments which I have mostly refrained from engaging in as I have been extremely busy in advancing CFC priorities.

Some of the posts by Hal Bond and these individuals have been reckless in throwing a large number of charges against the wall, none of which are supported by evidence.

Everyone should refrain from making defamatory statements about anyone as many lawyers have already been consulted and this and many related situations may result in litigation. If some of you want to be stupid please don't involve the CFC in your stupidity.

One person who is intent on giving lessons in corporate governance is Mr. Itkin who seems to wish to return to patterns of behaviour that have already been very costly for him. My goal in all of these situations is to follow our established procedures giving all parties due process. I am not going to go deep into the weeds as Mr. Itkin seems to want to drag us but we only have to look at the results that he has achieved by such actions in the past (loss of a court case which went through years of litigation ending up in the Ontario Supreme court and leading to judgments of $800,000+, and legal fees and other amounts of over $400,000 for the plaintiff which ultimately were in the $1.2 million range). The court case has echoes of Mr. Itkin's behaviour towards me. If we need to go there I have familiarized myself with the case which was slightly reduced on appeal. He lived the nightmare that I was trying to avoid for the CFC but he doesn't appear to have learned any lessons.

These are exactly the type of catastrophic results and high legal fees which we should want no part of. For your own sakes be careful what you say. There are four of the individuals and Hal Bond sitting out on a very dry twig of a branch. I wouldn't want to be them if this is resolved in court.

Vladimir Drkulec
04-11-2021, 12:08 PM
This is where I will tell my story but it will take some time to properly fill out.

Christopher Mallon
04-11-2021, 12:46 PM
Whether or not you should be removed being a separate point, Vlad could you please explain your rationale for ignoring a legally submitted request for a special members meeting?

Vladimir Drkulec
04-11-2021, 12:58 PM
Whether or not you should be removed being a separate point, Vlad could you please explain your rationale for ignoring a legally submitted request for a special members meeting?

That one is simple. There is not a legally submitted request for a special members meeting that meets the requirements of our bylaw and the NFP act. The board voted to decline to proceed with the original application. The voting members have not sufficiently resolved the outstanding issues in their application. They should probably hire a lawyer who can read and understand the law and the CFC bylaw.

They have the opportunity to discuss it right here in this meeting but I suspect that they will try to use the point of order gambit to try and short circuit the process. They telegraphed that one.

You can't call for a special meeting when there is a regular meeting scheduled. They should resolve the issue here first and articulate their case in a way that meets the requirements and then we can look at whether the special meeting is required or not.

Every CFC member including the president is entitled to due process. This case is a bit more complicated because it also requires submissions to the Director of Corporations for Canada. No shortcuts allowed.

Victor Itkin
04-11-2021, 04:44 PM
Whether or not you should be removed being a separate point, Vlad could you please explain your rationale for ignoring a legally submitted request for a special members meeting?


They have the opportunity to discuss it right here in this meeting ...

I have already substantiated this point once in another thread and received no intelligible objections – only excuses
(see https://www.chesscanada.info/forum/showthread.php?5622-A-Vote-of-No-Confidence-for-the-CFC-President/page2, posts #8 and #18).

In fact, we do not need to prove our right to convene a Special Meeting – it is directly written in the new CFC bylaw. If today we call a Special Meeting for May 3rd (21 days from now), you couldn’t have cancelled it. But we don’t want to unnecessarily waste the time of the Voting Members, who are probably tired of frequent meetings.

Therefore, in chess language, we will give you a head start: in order to stay in your CFC position, it will be sufficient for you to win the vote once – at this meeting, and in order to remove you from office we will have to win the vote twice in a row – first at this meeting, and then at a Special one. Since you refused to play on an equal footing, let it be so. We accept your challenge to play by unequal rules.

Vladimir Drkulec
04-11-2021, 05:08 PM
I have already substantiated this point once in another thread and received no intelligible objections – only excuses
(see https://www.chesscanada.info/forum/showthread.php?5622-A-Vote-of-No-Confidence-for-the-CFC-President/page2, posts #8 and #18).

In fact, we do not need to prove our right to convene a Special Meeting – it is directly written in the new CFC bylaw. If today we call a Special Meeting for May 3rd (21 days from now), you couldn’t have cancelled it. But we don’t want to unnecessarily waste the time of the Voting Members, who are probably tired of frequent meetings.

Therefore, in chess language, we will give you a head start: in order to stay in your CFC position, it will be sufficient for you to win the vote once – at this meeting, and in order to remove you from office we will have to win the vote twice in a row – first at this meeting, and then at a Special one. Since you refused to play on an equal footing, let it be so. We accept your challenge to play by unequal rules.

The law is the law. It is not optional.

So why do you think that I should be removed?

Vladimir Drkulec
04-11-2021, 05:13 PM
What is happening in the CFC now goes beyond the civilized functioning of the Federation. I will divide my post in two parts: formal and emotional.

FORMAL PART (I)

1. It is a basic democratic right and privilege of the VM to call for a Special Meeting, if this call is supported by members carrying not less than 5% of the voting rights. This right is clearly documented both in the Canada NFP Act and in the CFC bylaw. No one has the right to deprive a group of members (with 5% of the voting rights) of the privilege of calling a Special Meeting – neither the President, nor the Directors, nor other VM, even if they constitute the vast majority. Convening a Special Meeting (with support of 5% of the members) or not convening cannot be the subject of a vote – neither for the Directors, nor for the Voting Members – as the law does not provide for such a mechanism. Even if the remaining 95% of the VM do not support the proposal outlined in the Motion they cannot cancel the Special Meeting and the procedure for voting on the proposal. All they can do is to take part in this Special Meeting to vote against – then the proposal outlined in the Motion won’t pass.

2. And if the NFP Act itself is somewhat vague and perhaps provides the Directors with some loopholes (such as paragraphs 162 and 163) to evade the convening of a Special Meeting at the request of 5% of the members, the CFC bylaw does not leave such loopholes. One of the purposes of the bylaws is to concretize some provisions of the NFP Act for application exclusively to the CFC. Here is a verbatim quote from the CFC bylaw:

“Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.”

The wording of the last phrase of this quote (the bold font highlighted by me) grants the unconditional right to the VM signatories to convene (without any “unless”) a CFC Special Meeting themselves if the Directors, for any reason (including referring to loopholes), did not do so within the prescribed period.

3. The issue of removing the President from office is extremely important, and our group insists that this issue should be put to a vote at a separate Special Meeting convened specifically for this, and not at a CFC Spring Quarterly Meeting where other issues are discussed and resolved.

4. We believe that Vlad’s Motion to vote at the Spring Quarterly Meeting is not legal. As noted above, this issue (whether or not to convene a Special Meeting) cannot be the subject of a vote – the law does not provide such an opportunity. This is a gross procedural violation, and much more serious than was committed at the February meeting (which is what was one of the reasons for our call to remove President from office). We respectfully urge Vlad to remove his Motion from the agenda of the Spring Quarterly Meeting. This topic may be discussed there within Section 5A but shouldn’t be put to a vote in the Section 5B. We would recommend Vlad to obtain independent legal advice on this subject, and not from the CFC lawyer, who may have a conflict of interest in this situation. If Vlad’s Motion is put to a vote at the Spring Quarterly Meeting, the voting results will be void ab initio, and they will not be legally binding. Members of our group will consider such a vote as an abuse of office (malpractice) and as a deliberate infliction of damage to the CFC with all the ensuing consequences.

5. For the reasons outlined above, we would like to urge Voting Members to weigh their decision carefully before seconding Vlad’s odious Motion.

6. Our group never received the promised email from the Directors explaining on what basis they decided to “deny” our call for the Special Meeting. After reviewing the documents several more times, re-reading the laws, and taking into account Pierre’s comments, we ourselves found a few bureaucratic inaccuracies in the previous version of our Motion(s). We corrected them, consulted a lawyer, and today sent the revised version to all CFC Directors, to the CFC office, and posted it on this Forum. We have every reason to believe that there are no flaws in the revised version. If anyone thinks otherwise, the onus will be on them to prove it.

7. We start 21 day count from today, and on April 8th we’ll schedule the date for the Special Meeting by ourselves unless the Directors will do that sooner. In any case, whoever convenes the Special Meeting at our request – Directors or ourselves, it is obvious that this Special Meeting will take place after the Spring Quarterly Meeting, since according to the law the President must be given minimum 21 days to defend himself since the Special Meeting is called.


Emotional part to follow.

EMOTIONAL PART (II)

I think that no one doubts that Vladimir Drkulec sincerely loves chess, which is an important and integral part of his life. Personally, I have always supported Vlad and always voted for him at AGMs, including the latest one in the summer of 2020. Vlad first became CFC President at a rather difficult moment for the Federation, and was able to bring it out of the crisis. I sincerely believe that Vlad, during his presidency, worked hard and did a lot of good and useful things for the Canadian chess community – especially in his first 4-5 years in the office. It was on his initiative that the Federation obtained the NFP status, which provided it with unprecedented opportunities.

However, a couple of years ago, something in Vlad’s behaviour began to change. I do not know if this due to a long tenure as CFC President, or to something else.

The situation deteriorated gradually and escalated earlier this year following Hal Bond’s resignation. I cannot and don’t want to be a judge in Hal’s resignation story, because I learned about it retroactively – only during the February Special Meeting. I think that we do not yet know all the details of this sad story, and that the denouement is still waiting for us ahead. Some shocking details of this saga can be read in a thread “My resignation as FIDE Rep” started by Hal Bond on ChessTalk. For VM’s who have not had time to read this ChessTalk thread, I recommend reading it. There you can find some “touches to the portrait” of our current President.

The situation became quite unpleasant during the February Special Meeting, the convocation and organization of which, to put it mildly, were unacceptable (which eventually led to the proposal to remove Vlad from office).

And now, Vlad’s latest Motion for the upcoming Spring Quarterly Meeting turned the current situation into a real “theatre of the absurd”.

I want to address Vlad personally. Vlad, your reputation has probably been a little shaken since the beginning of this year. Why are you making this worse? First of all, try to be honest with yourself. If you realize that you’ve made serious mistakes and violations, then maybe you should walk away with dignity? Such a move could have a positive impact on your reputation. Life does not end at the presidency. In any case, no matter how this situation is resolved, you will remain an important member of the Canadian chess community, and I am sure that you’ll do a lot more good things for this community, being in any position.

Well, if on the contrary, you sincerely believe that you have not done anything reprehensible and that you are right, then play a fair game: do not evade, call the Special Meeting as per our request, hold a direct vote – and win it! Then no one will be able to claim that you have lost the trust of the CFC members.



It is irrelevant, who is trying to upset what. What matters - which party is trying to claim that another party’s action is wrong.

FIRST SITUATION

Our VM group is about to convene a Special Meeting, exercising our fundamental right. We justify our action with the unconditional wording prescribed in the CFC bylaw: “… If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.”

In response, you claimed: “You are simply wrong on what the law provides.” These are just empty, unsubstantiated words that cannot in any way affect our intention to convene a Special Meeting.

Also, you claimed: “Once we have called a regular meeting which was previously scheduled you are not allowed to call a special meeting even if you met the statutory requirements which you have not. This is not a process which is purely internal to the CFC.” These are also empty, unsubstantiated words. You maybe alluding to the Section 162 of the NFP Act, but why should we be guessing?

Anyway, for the organizational conduct (like elections, meetings, and so forth) bylaw concretizes some provisions of the NFP Act for application in our case exclusively to the CFC. The NFP Act is the general law, while the wording in the CFC bylaw is a specific instruction for action.

Accordingly, the burden of proof in this FIRST SITUATION is on you. You need to prove that our intention to convene a Meeting is wrong (if it is really wrong). You may not bother yourself to do this. We are fine with it. We’ll just convene a Special Meeting.

SECOND SITUATION

You have called the Spring Quarterly Meeting which should take place from April 11 to April 18. In the agenda of this meeting you included your Motion:

5B Motions
Motion 1:
In the event that Nikolay Noritsyn is able to comply with CFC bylaws and requirements of the NFP Act and is able to put together a legal motion to ask for a special meeting of the voting members in order to remove President Vladimir Drkulec at a special meeting, I would vote:


A. No, I am against holding a special meeting for the purpose of removing President Vladimir Drkulec
B. Yes, if Nikolay Noritsyn manages to present a legal motion, I would be in favour of holding a special meeting for the purpose of removing CFC President Vladimir Drkulec.

Attachments: First email from Noritsyn.
Second email from Noritsyn.

In response, we claimed that your Motion is not legal, that, according to the law, this issue (whether or not to convene a Special Meeting), cannot be the subject of a vote. Accordingly, we claimed that if this vote will take place, its results will be null and void. Finally, we urged you to remove your Motion from the Spring Quarterly Meeting’s agenda.

The burden of proof in this SECOND SITUATION is on us. And we immediately provided our reasoning and legal grounds on the subject (see post #8 in this thread, paragraphs 3, 4, and 5).

For the voting members these are posts Mr. Itkin identified.

Egidijus Zeromskis
04-11-2021, 05:41 PM
If that will come to any a voting it shall be a ballot vote.

Meanwhile someone needs to seconded the motion itself.

Vladimir Drkulec
04-11-2021, 05:49 PM
Also, you claimed: “Once we have called a regular meeting which was previously scheduled you are not allowed to call a special meeting even if you met the statutory requirements which you have not. This is not a process which is purely internal to the CFC.” These are also empty, unsubstantiated words. You maybe alluding to the Section 162 of the NFP Act, but why should we be guessing?

166 Directors calling meeting(3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the requisition, unless




(b) the directors have called a meeting of members and have given notice of the meeting under section 162;


https://laws-lois.justice.gc.ca/eng/acts/C-7.75/page-17.html#docCont

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

Vladimir Drkulec
04-11-2021, 05:58 PM
“Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.”


Please let us know when you think you have met that requirement.

Vladimir Drkulec
04-11-2021, 06:04 PM
If that will come to any a voting it shall be a ballot vote.

Meanwhile someone needs to seconded the motion itself.


Christina Tao has indicated that she would second it if we are talking about my motion.

Victor Itkin
04-11-2021, 06:47 PM
“Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.”


Please let us know when you think you have met that requirement.

This issue has now become insignificant since this meeting is already underway.

I suggest focusing on the main topic of this thread - why we believe you should be removed from office. Since I was not the first originator of this Motion, I will give the authors the opportunity to speak first. If they miss anything important, I will clarify my position.

Vladimir Drkulec
04-11-2021, 06:57 PM
This issue has now become insignificant since this meeting is already underway.

I suggest focusing on the main topic of this thread - why we believe you should be removed from office. Since I was not the first originator of this Motion, I will give the authors the opportunity to speak first. If they miss anything important, I will clarify my position.

I think each and every one of you need to make a statement of your case for removal.

Vladimir Drkulec
04-11-2021, 07:30 PM
Well, if on the contrary, you sincerely believe that you have not done anything reprehensible and that you are right, then play a fair game: do not evade, call the Special Meeting as per our request, hold a direct vote – and win it! Then no one will be able to claim that you have lost the trust of the CFC members.

So you want that upside down rook to be a queen despite the rules. If you want to overturn the results of an election, you need to at least be competent enough to read and follow the rules. You are asking me to waive the rules. I decline to do that.

http://www.chesscanada.info/forum/showthread.php?5622-A-Vote-of-No-Confidence-for-the-CFC-President&p=37294#post37294



"[4] I again observe, for what it might be worth, the fact that agreement between the parties could not be reached on even the most basic of issues, namely the amount and timing of interest, underscores the view expressed in the judgment proper, namely that this war will continue until the last of the combatants falls on his own sword, a stance which is more than a tad regrettable."



2) "Regrettably, particularly with the evidence of the plaintiff and his chief antagonist, the defendant Victor Itkine (“Itkine”), their evidence was so infused by vitriol that the details were often obscured."

https://www.canlii.org/en/on/onsc/doc/2015/2015onsc2313/2015onsc2313.pdf
"Neiman beat a path to Itkine’s door and convened a meeting of the Investor Group [...]
The Investor Group passed the following resolution [...] which provided in clear and unequivocal terms that Bimman was effectively to be “charged and convicted” before any inquiry, let alone trial had occurred."

Hm-m... Sounds familiar. ;-)



"12 I am persuaded that the plan to “uncover” Bimman’s intentions, or to put it otherwise, to entrap him, was conceived by Itkine and/or Neiman."

"Bimman was forced out of his position by the actions of the Investor Group, spearheaded by Itkine [...] To adopt the word used by Itkine [...] I am satisfied on a balance of probabilities that Bimman was “stripped” of his office."

"[55] The matter did not end with the Itkine email. Unbeknownst to Bimman, the Investor Group wrote a letter, and transmitted documents allegedly in support thereof, to the Major Fraud Unit of the York Regional Police. [...] The letter concluded with what turned out to be an ill-conceived request for the laying of criminal charges against Bimman and BRESI.

[56] Nothing came out of this reportage: the Police directed the combatants to sort out their issues civilly, if not with civility. I note that the defendants did not bathe themselves in any form of glory when this event was mined by counsel for the plaintiffs in his cross-examination of the individual defendants."

"[58] Furthermore, the explanations of the origin of this police complaint offered up by Neiman and Itkine were so far-fetched and self-serving as to colour much of the rest of their evidence. Their evidence on this point left me guessing as to what was fact and what was fiction in their testimony. These two gentlemen, as intelligent and well-schooled in business as each is, would have been better off acknowledging their mistake in undertaking and reporting unproven allegations of fraud and embezzlement and moving on with the true essence of their case."

[222]I have not lost sight of the fact that Bimman was forced out of the management group as a result of exaggerated, if not unfounded, allegations of impropriety bordering on embezzlement. I have concluded that while Bimman’s resignation was perhaps ill-advised, the defendants, with Itkine at the helm, made his life positively miserable during this period of time. He had no alternative but to resign, if only to secure his entitlement to a healthy portion of the DMF, a negotiation which never took place, notwithstanding earlier promises from Itkine to the contrary.

Page: 61 denunciation, deterrence and retribution, once the damages for conduct in dismissal were awarded.123

[228]In my view, and not to repeat unduly what has been set out in great detail in the facts portion of this judgment, I find that the activities of Itkine and Neiman amounted to a “marked departure from ordinary standards of decent behavior.” Among other things, the conduct which forms the subject of the award of punitive damages is the following: (1) surreptitiously using the Lambert contract to pillory Bimman; (2) furthering their agenda to rid CEL of Bimman, to the point that they (unsuccessfully) attempted to engage the good offices of the local constabulary to do their bidding; and (3) in the constant harangue that filled the minutes of the shareholders meetings.



[229]Bimman was not the most sympathetic plaintiff. He was often haughty during the course of the trial and, as is evidenced in the minutes and other exchanges between the parties, he was quick to criticize his opponents, a personality trait which no doubt infused his dealings with Neiman and the other members of the Investor Group from the early days of the project. However, he was not deserving of the treatment to which he was subjected. Itkine and Neiman used a “misunderstanding,” about which Neiman was fully apprised, in their ongoing battle between themselves and Bimman. [230] Furthermore, I am somewhat skeptical about the bona fides of the ARCAM Holdings mortgage proposal and whether the requested ‘personal’ information was truly necessary as a pre-condition for financing, particularly since the Defendants did not call ARCAM’s principal to testify. I was also more than modestly concerned that Itkine had breached the terms of the November Agreement by reporting the nature and contents of Bimman’s comments at the relevant shareholders meeting to Mr. McCleave. There was no valid business reason for such disclosure and it amounted to a violation of the November Agreement.124It is not unreasonable to infer that this purposeful disclosure would have the intended result of a threatened suit against Bimman for defamation, with the full support and encouragement of at least Itkine, if not Neiman.

[231]In the final analysis, I am of the view that an award of punitive damages of $25,000 is appropriate in the circumstances. In doing so, I acknowledge that some modest form of compensatory damages is already included in the award of a bump-up to Bimman’s share of the DMF, calculated above.123Honda Canada Inc. v. Keays, 2008 SCC 39 at paras. 68-69, [2008] 2 S.C.R. 362.124Article 2.04(a). The second sentence of that provision reads: “Each Shareholder and Director agrees that he/she will keep all matters pertaining to the Corporation strictly confidential other than normal disclosures (e.g. brochures, financing offers and documents) made in the course of business.”2015 ONSC 2313 (CanLII)

Page: 62[232] This sum, however, shall only be payable by Messrs. Itkine and Neiman in their personal capacity, and not by CEL or the remaining shareholders, since the denunciation is directed at them for such appalling behaviour

I would submit that you are picking up where you left off in that action in your dealings and attempted smears against me.

The punitive damages were reversed on appeal though only because the opposing counsel applied for them late in the trial.

Like Judge Gans suggested, I suggest that you move on with the true essence of your case.

Egidijus Zeromskis
04-11-2021, 09:17 PM
Christina Tao has indicated that she would second it if we are talking about my motion.

In principle the motion shall be seconded before it goes into the discussion. That the elementary rule of order of the meeting. Practiced by the CFC all the time except the previous meeting.

Nikolay Noritsyn
04-11-2021, 09:23 PM
Lets have an overview of recent events.

Drkulec has called for a special meeting in February for a vote on the FIDE Representative. His fellow members of the Executive have stated opinions that this was not the proper procedure to determine the FIDE representative position. Drkulec has used the similar argumentation we are using to call our special meeting to remove the president. It is a basic democratic right and privilege of the VM to call for a Special Meeting, if this call is supported by members carrying not less than 5% of the voting rights. Has Drkulec submitted any paper work (like I did) to make the meeting happen? https://www.chesscanada.info/forum/showthread.php?5567-CFC-FIDE-Rep-Selection&p=36013#post36013

"By my reckoning that is three people that have requested a vote in this forum. I also request a meeting. This is well beyond the 5% threshold to call a special meeting. I hereby declare that we shall have a special meeting Sunday February 21, 2021 through Thursday February 25, 2021. There will also be a regular quarterly meeting on April 11 through April 18, 2021. " So simple.

Somehow, the special meeting in February grew from one issue (FIDE Representative vote) to also include another, a vote on enlarging the Executive by appointing Patricia Gamliel. Possibly, Drkulec submitted a carefully worded new motion for the special meeting, to include this new motion, with support of at least 5% of the voting members (we just don't know about it). Or perhaps - double standards.

Regarding this new motion on enlarging the executive, there was a point of order made by Egis Zeromskis, which was for many days ignored by the President. When it was finally put to a vote, the vote was open already after the 'motion to enlarge the executive' was opened, and it ran concurrently - which is another gross violation of the law, as was pointed out by Christopher Mallon, Egis Zeromskis and other voting members.

Drkulec quietly ignored a request to post the current Canadian Chess Champion Evgeny Bareev's thoughts and endorsement of Victor Plotkin, a candidate that Drkulec did not support to win.

I submitted my motion to call on a special meeting to remove the president over a month ago. https://www.chesscanada.info/forum/showthread.php?5622-A-Vote-of-No-Confidence-for-the-CFC-President I have been ignored ("I would have thought that you would have received the email by now but it should be in the pipeline."), I have submitted the motion and then corrected it a few times to satisfy the requirements of the CFC By-laws and NFP Act. I have been belittled and called an adolescent https://www.chesscanada.info/forum/showthread.php?5622-A-Vote-of-No-Confidence-for-the-CFC-President&p=37381#post37381 (though I'd argue others had worse descriptions). What is a very simple matter, a basic democratic right of the voting members to call a special meeting, is being denied and ignored.

To summarize - the President has a habit to not follow the law when it suits him, of which he likes to accuse others. In my opinion, this is more than enough ground to remove the President, without even mentioning other recent events involving FIDE, Hal Bond, etc.

Victor Itkin above: "Therefore, in chess language, we will give you a head start: in order to stay in your CFC position, it will be sufficient for you to win the vote once – at this meeting, and in order to remove you from office we will have to win the vote twice in a row – first at this meeting, and then at a Special one. Since you refused to play on an equal footing, let it be so. We accept your challenge to play by unequal rules."

The vote on whether or not to convene a Special Meeting is not legal. However, I agree with Victor. Lets see what the voting members think and have to say.

Nikolay Noritsyn
04-11-2021, 10:03 PM
From the opening comments of chair thread -

"Perhaps over the course of this meeting they will be able to articulate their reasons but I am not overly confident of this given their recent track record. Four of the five people who are listed as possible sponsors of this meeting have issues with defamatory posts which may or may not come to haunt them in the near future but we should probably not jump too far ahead of the issue at hand."

I am sincerely curious about the "recent track record" and "defamatory posts". It may or may not come to haunt me and the others, but I would at least like to see a quote or two.

Also - Drkulec's posts about Victor Itkin's past law cases are some kind of personal attack I fail to understand the depth of (which is okay), but are also completely irrelevant and offtopic here (which is probably not okay and should be removed).

Vladimir Drkulec
04-11-2021, 10:11 PM
From the opening comments of chair thread -

"Perhaps over the course of this meeting they will be able to articulate their reasons but I am not overly confident of this given their recent track record. Four of the five people who are listed as possible sponsors of this meeting have issues with defamatory posts which may or may not come to haunt them in the near future but we should probably not jump too far ahead of the issue at hand."

I am sincerely curious about the "recent track record" and "defamatory posts". It may or may not come to haunt me and the others, but I would at least like to see a quote or two.

Also - Drkulec's posts about Victor Itkin's past law cases are some kind of personal attack I fail to understand the depth of (which is okay), but are also completely irrelevant and offtopic here (which is probably not okay and should be removed).

Mr. Itkin chose to lecture us on the subtleties of corporate governance. I chose to show you what his advice led him to and which path I declined to lead the CFC down.

Egidijus Zeromskis
04-11-2021, 10:28 PM
I think each and every one of you need to make a statement of your case for removal.

While they can they are not required. Especially the each and every one as you write.

For the proposal to get on the notice:

"(a) state the nature of that business in sufficient detail to permit a member to form a reasoned judgment on the business;"



The persons submitting the motion could discuss during the meeting but that would be far from statements.

Only the director who is under the question of removal may submit the statement opposing the removal.

Statement of director

131 (1) Subject to the by-laws, a director is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing the removal or replacement of the director if a meeting is called for that purpose.

Circulating statement

(2) A corporation shall immediately give notice to the members of the statement in the manner referred to in section 162.

Statement to Director

(3) A corporation shall immediately send a copy of the statement to the Director.


(FYI: Director here is a special Government one.)

Vladimir Drkulec
04-11-2021, 10:36 PM
Lets have an overview of recent events.

Drkulec has called for a special meeting in February for a vote on the FIDE Representative. His fellow members of the Executive have stated opinions that this was not the proper procedure to determine the FIDE representative position.

A difference of opinion is not grounds for removal.


Drkulec has used the similar argumentation we are using to call our special meeting to remove the president.

There are additional requirements for removal of a director. Calling a meeting with the support of a director is different than calling a meeting with no director support. I was only one vote on the executive in the case of your proposal but you got zero votes beyond two abstentions.




It is a basic democratic right and privilege of the VM to call for a Special Meeting, if this call is supported by members carrying not less than 5% of the voting rights. Has Drkulec submitted any paper work (like I did) to make the meeting happen? https://www.chesscanada.info/forum/showthread.php?5567-CFC-FIDE-Rep-Selection&p=36013#post36013

"By my reckoning that is three people that have requested a vote in this forum. I also request a meeting. This is well beyond the 5% threshold to call a special meeting. I hereby declare that we shall have a special meeting Sunday February 21, 2021 through Thursday February 25, 2021. There will also be a regular quarterly meeting on April 11 through April 18, 2021. " So simple.

Somehow, the special meeting in February grew from one issue (FIDE Representative vote) to also include another, a vote on enlarging the Executive by appointing Patricia Gamliel. Possibly, Drkulec submitted a carefully worded new motion for the special meeting, to include this new motion, with support of at least 5% of the voting members (we just don't know about it). Or perhaps - double standards.

Why do you suppose that no one on the executive supported your motion at either the first or the second meeting when it was put to the executive?




Regarding this new motion on enlarging the executive, there was a point of order made by Egis Zeromskis, which was for many days ignored by the President. When it was finally put to a vote, the vote was open already after the 'motion to enlarge the executive' was opened, and it ran concurrently - which is another gross violation of the law,

Which law was violated? Statute?



as was pointed out by Christopher Mallon, Egis Zeromskis and other voting members.

Drkulec quietly ignored a request to post the current Canadian Chess Champion Evgeny Bareev's thoughts and endorsement of Victor Plotkin, a candidate that Drkulec did not support to win.

I am not required to repost defamatory material about the FIDE president. I reposted every other post supporting Victor Plotkin that did not contain defamatory material. Perhaps my fiduciary duty to the CFC requires that I decline to insult the FIDE president when I think he is doing a good job. Someone else posted the post complete with defamatory material. If I post the defamatory material and Mr. Dvorkovich decides to sue me and the CFC I will have no defense and neither will the CFC.




I submitted my motion to call on a special meeting to remove the president over a month ago. https://www.chesscanada.info/forum/showthread.php?5622-A-Vote-of-No-Confidence-for-the-CFC-President I have been ignored ("I would have thought that you would have received the email by now but it should be in the pipeline."), I have submitted the motion and then corrected it a few times to satisfy the requirements of the CFC By-laws and NFP Act.

You have corrected it a few times but it is not yet correct according to the CFC board of directors and the NFP Act and the CFC bylaws.




I have been belittled and called an adolescent https://www.chesscanada.info/forum/showthread.php?5622-A-Vote-of-No-Confidence-for-the-CFC-President&p=37381#post37381 (though I'd argue others had worse descriptions). What is a very simple matter, a basic democratic right of the voting members to call a special meeting, is being denied and ignored.

If that is the case, why are you not impeaching the whole board? With respect to the insults I think they are much restrained compared to the ones that you and your group have directed at me on the CFC forum, Chesstalk and previously Chess.com come to think of it. You are demanding that I play nice while you never do.




To summarize - the President has a habit to not follow the law when it suits him, of which he likes to accuse others. In my opinion, this is more than enough ground to remove the President, without even mentioning other recent events involving FIDE, Hal Bond, etc.

I disagree with your characterization of my actions. And what other recent events involving FIDE, Hal Bond, etc. are you referring to? Specifics please.



Victor Itkin above: "Therefore, in chess language, we will give you a head start: in order to stay in your CFC position, it will be sufficient for you to win the vote once – at this meeting, and in order to remove you from office we will have to win the vote twice in a row – first at this meeting, and then at a Special one. Since you refused to play on an equal footing, let it be so. We accept your challenge to play by unequal rules."

There are not unequal rules, there are just laws. You have not met any reasonable burden of proof.



The vote on whether or not to convene a Special Meeting is not legal.

That word does not mean what you seem to think it means.




However, I agree with Victor. Lets see what the voting members think and have to say.

Vladimir Drkulec
04-11-2021, 10:40 PM
While they can they are not required. Especially the each and every one as you write.

For the proposal to get on the notice:

"(a) state the nature of that business in sufficient detail to permit a member to form a reasoned judgment on the business;"



The persons submitting the motion could discuss during the meeting but that would be far from statements.

Only the director who is under the question of removal may submit the statement opposing the removal.

Statement of director

131 (1) Subject to the by-laws, a director is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing the removal or replacement of the director if a meeting is called for that purpose.

Circulating statement

(2) A corporation shall immediately give notice to the members of the statement in the manner referred to in section 162.

Statement to Director

(3) A corporation shall immediately send a copy of the statement to the Director.


(FYI: Director here is a special Government one.)


They have to make a clear statement of the charges. Violations of Roberts Rules of Order do not necessarily make the cut.

Egidijus Zeromskis
04-11-2021, 10:55 PM
They have to make a clear statement of the charges. Violations of Roberts Rules of Order do not necessarily make the cut.

Where have you found the requirement for charges?

Egidijus Zeromskis
04-11-2021, 11:20 PM
There are additional requirements for removal of a director. Calling a meeting with the support of a director is different than calling a meeting with no director support. I was only one vote on the executive in the case of your proposal but you got zero votes beyond two abstentions.

Vlad, where do you get such things for "a meeting with the support of a director"? Directors don't need to support the requisition for the special meeting. They need to obey Act and Bylaws. The initial requisition lacked details. It was communicated to the Noritsyn etc, however for the fact it was done after he submitted his second request. There was even the third one.


Why do you suppose that no one on the executive supported your motion at either the first or the second meeting when it was put to the executive?

Vlad, you're misleading members with this question. The request was put on "agenda" to be discussed on the following boards meeting, and you know better how that meeting has not happened at all. The meeting what happened later was in principle too late (21 day has passed).

Patricia Gamliel
04-11-2021, 11:50 PM
Where have you found the requirement for charges?

With all due respect, I am not sure I understand your statement. Are you trying to say that anyone in a society governed by the Rule of Law, a motion against an officer of a Corporation could stand without charges to be 1) detailed 2) proven with evidence?

Patricia Gamliel
04-12-2021, 12:03 AM
Again, clarifications here would be great: A member can bring up a motion.
Any motion must follow a specific format and content. Sufficient to say that these requirements are established by the law
enacted by Parliament.
Up to this minute, neither the original motion or its subsequent amendments are valid. The Board of directors of the CFC have considered carefully the original motion and found that it did not respect either the format and / or the content of the law. Its following amendments were similarly flawed and, therefore, did not deserve further discussion.
As for whatever I read here until now, I respectfully submit that the whole effort of a motion remains blurry with regard to legal standard. Unless people start reading the Act (it is bilingual), there is no motion on the floor.

Vladimir Drkulec
04-12-2021, 02:29 AM
With all due respect, I am not sure I understand your statement. Are you trying to say that anyone in a society governed by the Rule of Law, a motion against an officer of a Corporation could stand without charges to be 1) detailed 2) proven with evidence?

It would not be the first time that he argued that.

Vladimir Drkulec
04-12-2021, 02:43 AM
Vlad, where do you get such things for "a meeting with the support of a director"? Directors don't need to support the requisition for the special meeting. They need to obey Act and Bylaws. The initial requisition lacked details. It was communicated to the Noritsyn etc, however for the fact it was done after he submitted his second request. There was even the third one.



Vlad, you're misleading members with this question. The request was put on "agenda" to be discussed on the following boards meeting, and you know better how that meeting has not happened at all. The meeting what happened later was in principle too late (21 day has passed).

How can you mislead with a question?

He does not get to pepper the board with motions which are continually being edited while continuing to ignore the requirements. At a certain point it becomes harassment.

The 21 day time limit became irrelevant when a meeting was called and notification for that meeting took place. There was nothing in the amended motion which addressed the deficiencies in the motion which we discussed in the first and the second zoom meeting of the board. This thread is going to be very long if I have to repeat myself. We are discussing the merits of removal. I would suggest that they have not made their case.

Victor Plotkin
04-12-2021, 06:26 AM
From Vlad's initial post "Everyone should refrain from making defamatory statements about anyone as many lawyers have already been consulted and this and many related situations may result in litigation".

I fully agree with the first part (about defamatory statements). However, I do have a serious problem with the second part (about lawyers and litigation). I think, everything should remain inside the "chess circle" (CFC, CMA, FQE, FIDE).

Very likely, I will not give my support to a person who starts a legal action or even just make a threats to do so for achieving his goals. Most likely, I will use my personal vote and my influence against him.

Victor Itkin
04-12-2021, 09:18 AM
Up to this minute, neither the original motion or its subsequent amendments are valid. ... Unless people start reading the Act (it is bilingual), there is no motion on the floor.

At this moment it is insufficient, is Nikolay's motion valid or not. This meeting is already underway, and we officially confirmed that we agree to play by the rules proposed by Vlad (even though we have some reservations regarding these rules).

Vlad proposed his own Motion, which is included in section 5B of this meeting's agenda as Motion 1. The vote on this Motion should take place soon.

We did not hear directly from Christina Tao yet, if she is willing to second the Motion 1. In order to speed up the process, and to make sure that the vote on the Motion 1 will take place at this meeting,

I SECOND VLAD's MOTION.

Egidijus Zeromskis
04-12-2021, 09:43 AM
With all due respect, I am not sure I understand your statement. Are you trying to say that anyone in a society governed by the Rule of Law, a motion against an officer of a Corporation could stand without charges to be 1) detailed 2) proven with evidence?



Again, clarifications here would be great: A member can bring up a motion.
Any motion must follow a specific format and content. Sufficient to say that these requirements are established by the law enacted by Parliament.


I'm asking. You might answer as well -- where does the Non for profit Act set requirements for the motion of the removal like charges or whatever shall be in the motion? If it is not in the Act, please provide other Act/Law where it would have a process (procedure) of the removal of the director of the non for profit organization.

I'm a chess player -- I want to see variations, not just the evaluation of the position :)

Egidijus Zeromskis
04-12-2021, 09:57 AM
How can you mislead with a question?

He does not get to pepper the board with motions which are continually being edited while continuing to ignore the requirements.

Good directors shall look back from time to time and amend bylaws to have a smooth operation of the corporation in future. We shall not waste our and members time on some unclear procedural matters. The procedure shall be clear for everyone - would it be submitting the motion/proposal or requesting the special meeting. You might look into other motions on this meeting how loose they are.

Victor Itkin
04-12-2021, 10:40 AM
Any motion must follow a specific format and content. Sufficient to say that these requirements are established by the law
enacted by Parliament.
Up to this minute, neither the original motion or its subsequent amendments are valid. The Board of directors of the CFC have considered carefully the original motion and found that it did not respect either the format and / or the content of the law. Its following amendments were similarly flawed and, therefore, did not deserve further discussion.
As for whatever I read here until now, I respectfully submit that the whole effort of a motion remains blurry with regard to legal standard. Unless people start reading the Act (it is bilingual), there is no motion on the floor.

When discussing the reasons for the CFC President’s removal from office, much more important than Nikolay’s written requisitions are written requisitions which were (or were not) submitted to the CFC Board of Directors in order to convene the February Special meeting. After all, it is precisely the gross violations during the convocation and holding of the February Special meeting are imputed to the CFC President in the first place.

In this regard, I have 2 questions. I address these questions not to Vlad, but to the other five (at a time of the February Special meeting) CFC Directors: Egis Zeromskis, Lyle Craver, Fred McKim, Christina Tao, and Mark Dutton:

1. Did the CFC Voting Member Vladimir Drkulec submit any written requisition to the Board of Directors in order to convene the February Special meeting?
Please respond briefly, preferably in the “Yes” or “No” format.

2. Did the CFC Voting Member Vladimir Drkulec submit any written requisition to the Board of Directors in order to include into the February Special meeting’s agenda his Motion to enlarge the Executive by the addition of Patricia Gamliel as Director At Large?
Please respond briefly, preferably in the “Yes” or “No” format.

Dear CFC Directors!
Please do not shy away from a direct and honest answer to these questions. This is important for the topic under discussion.

If the answer to one or both questions is “Yes”, we kindly ask the CFC Secretary to post February written requisition(s) in this thread. Then, the Voting Members will be able to compare the written requisitions presented by Nikolay Noritsyn and by Vladimir Drkulec.

The Voting Members are entitled to know whether Vladimir Drkulec follows the law himself, or he believes that the laws are written not for him, but only for others.

Vladimir Drkulec
04-12-2021, 11:37 AM
From Vlad's initial post "Everyone should refrain from making defamatory statements about anyone as many lawyers have already been consulted and this and many related situations may result in litigation".

I fully agree with the first part (about defamatory statements). However, I do have a serious problem with the second part (about lawyers and litigation). I think, everything should remain inside the "chess circle" (CFC, CMA, FQE, FIDE).

Very likely, I will not give my support to a person who starts a legal action or even just make a threats to do so for achieving his goals. Most likely, I will use my personal vote and my influence against him.

My goal in all these situations is to avoid litigation or at least to have the CFC in a legally defensible situation in the event that there is litigation. In order for us to be in a legally defensible situation we have to follow our own rules and we have to follow the laws of the land. We have to be ruled by our heads and not our hearts. We have to give people due process. We cannot make decisions based on whether someone is our friend or our enemy. We cannot judge someone without evidence. We cannot rely on hearsay from anonymous sources. We cannot circumvent our rules and FIDE's rules and Canada's laws because we want to be nice or we want to be liked or we want to preserve our legacy.

Simply reporting that we are in legal jeopardy should not be construed as a legal threat. It should be seen as a statement of reality. When things go to court, lawyers win. Early in my business career when I was teaching introductory finance at the University of Windsor as a sessional instructor the head of the department asked me to help a friend of his with a lawsuit of long duration with a question of valuation. I wound up preparing financial statements and projections. The man had been cheated out of his business. He was old. He had been involved in a decade long fight to get his money. I suspect that he died in part because of the stress of all that litigation. It was a sad case.

When Hal Bond approached me before the last election and asked if I was interested in a peaceful transition of power to Mahmud Hussain little did I realize the implied threat in that suggestion that I step aside for his anointed one. I soon learned. Somehow that is proper but I later learned that similar requests are considered improper. Whatever.

There is an underlying theme here voiced by individuals like Mr. Noritsyn and Mr. Mallon that it doesn't really matter who the CFC president is and that he and presumably any other member of the board can be replaced by a random man on the street and there will be no impact on the results that the CFC experiences. If I believed that, I wouldn't run for president. I would let someone else do all the work or not do all the work. It wouldn't matter according to these people.

Of course, we might go back to the situation we found ourselves in under Mr. Mallon's leadership that ultimately led to his resignation four months into his second term as president and the loss of our charitable status as charitable receipts were issued for non-charitable purposes. I do not know the full details of why he had to resign or who made the decisions to issue charitable receipts but bad leadership leads to bad results. Aside from Covid we are in a good place right now and we probably could survive bad leadership for a time but it would be very easy to lose our hard fought gains. Right now we have Sport Tourism Canada and that has removed a huge burden from the executive in that we have communities lining up to run the Canadian Open and CYCC. This was a major headache at the beginning of my presidency. In 2016 I found it easier to organize the tournaments myself rather than going through the process of trying to find someone else to do it. Relationships forged in 2018 are bearing fruit now and as far as 2024. If everything works out we won't have available slots for our major tournaments until 2025.

Hal Bond couldn't have been re-elected dog-catcher at the end of his term as CFC president. There were people mad at him for squandering the youth fund which had been shored up by corporate donations from the Ottawa CYCC and had disappeared in the maw of a failing CFC and its out of control office. There were lots of controversies which everyone has forgotten apparently in a rush to canonize Mr. Bond. I guess the 30% turnover in members means that we have a half life of under two years and the old scandals disappear from memory. There were lots of old scandals and some new ones which I have been informed of only recently.

Hal's chosen candidate for president clearly has no issue with offending the CMA, the FQE and FIDE judging from his postings in the recent special meeting. A leader has to look at the bigger picture and avoid trying to trade temporary tactical advantage for long term strategic losses. In the end entropy always wins but we can push that day one day, one week, one month, one year or one decade, further into the future. We could coast for a while but in the end, entropy will catch up with you. Your prospects will dry up. The wells will run dry. You have to keep drilling to find new water.

Lawyers and litigation are always present as a reality and a threat. To mitigate the threat you have to follow the rules of due process in every situation. There is a victim every time you bend the rules.

When Robert Hamilton sued us in small claims court for copyright infringement there were some who wanted to capitulate as the expedient alternative to a court fight despite the fact that it might establish a precedent that would have chilling effects on the chess community and the publishing of chess games in Canada. We fought.

Victor Itkin
04-12-2021, 12:40 PM
You won't like what's coming closer to the meeting.

I was also trying to quote Vlad's yesterday post from this thread, but was not able to find it anymore. Was it removed?


My original intention was simply to ignore these irrelevant posts made by Vlad. But as he devoted a whole page to this legal case, and allowed himself frivolous comments on its results, the situation changed. Vlad left me no choice but to give my own brief comments on this case. Otherwise, the Voting Members may have a misconception. I apologize in advance to the Voting Members, who are likely have little interest in this topic.

One of the six shareholders of the Canadian corporation had a long-tern conflict with the other 5 shareholders (including myself). The conflict interfered with the normal conduct of the business, and five shareholders offered to by this one shareholder out. He refused, and instead sued the other 5 shareholders and the corporation itself. In the lawsuit, he demanded exorbitant financial compensation, and liquidation of the corporation.

At the trial, we received a very experienced judge who made a wise and the only correct decision in this situation. He ordered that the plaintiff is obliged to sell all his shares in the company to other 5 shareholders for the Fair Market Value of these shares (which was calculated by professional business valuators), and the other five are obliged to purchase these shares from him for that price. This was the essence of the court’s decision. The plaintiff was dissatisfied with the court’s decision, and filed the appeal, which he lost. The other 5 shareholders were happy to buy him out for the Fair Market Value, and to get rid of an inconvenient partner forever. Immediately after the trial, the company’s business went uphill and continues successfully to this day; and 5 shareholders became friends for life.

I have no clue, why Vlad decided to call acquisition of successful company’s shares for Fair Market Value a “catastrophic loss”. I call it “good investment”. This trial was not a “nightmare” for me, but an interesting experience. I am proud of my participation in this legal action, and consider it one of successful episodes in my business career.

Unlike Nikolay Noritsyn, I do not see these Vlad's posts as personal attack on me, but just as clumsy step of despair.

I apologies once again for this off-topic post, but it was not me who brought it up. I will no longer comment on this topic, even if Vlad will quote in this thread all 63-page court decision, which is publicly available in all Canadian legal databases.

Vladimir Drkulec
04-12-2021, 01:31 PM
I was also trying to quote Vlad's yesterday post from this thread, but was not able to find it anymore. Was it removed?


My original intention was simply to ignore these irrelevant posts made by Vlad. But as he devoted a whole page to this legal case, and allowed himself frivolous comments on its results, the situation changed. Vlad left me no choice but to give my own brief comments on this case. Otherwise, the Voting Members may have a misconception. I apologize in advance to the Voting Members, who are likely have little interest in this topic.

One of the six shareholders of the Canadian corporation had a long-tern conflict with the other 5 shareholders (including myself). The conflict interfered with the normal conduct of the business, and five shareholders offered to by this one shareholder out. He refused, and instead sued the other 5 shareholders and the corporation itself. In the lawsuit, he demanded exorbitant financial compensation, and liquidation of the corporation.

At the trial, we received a very experienced judge who made a wise and the only correct decision in this situation. He ordered that the plaintiff is obliged to sell all his shares in the company to other 5 shareholders for the Fair Market Value of these shares (which was calculated by professional business valuators), and the other five are obliged to purchase these shares from him for that price. This was the essence of the court’s decision. The plaintiff was dissatisfied with the court’s decision, and filed the appeal, which he lost. The other 5 shareholders were happy to buy him out for the Fair Market Value, and to get rid of an inconvenient partner forever. Immediately after the trial, the company’s business went uphill and continues successfully to this day; and 5 shareholders became friends for life.

I have no clue, why Vlad decided to call acquisition of successful company’s shares for Fair Market Value a “catastrophic loss”. I call it “good investment”. This trial was not a “nightmare” for me, but an interesting experience. I am proud of my participation in this legal action, and consider it one of successful episodes in my business career.

Unlike Nikolay Noritsyn, I do not see these Vlad's posts as personal attack on me, but just as clumsy step of despair.

I apologies once again for this off-topic post, but it was not me who brought it up. I will no longer comment on this topic, even if Vlad will quote in this thread all 63-page court decision, which is publicly available in all Canadian legal databases.


You tell me!

From my recent personal experience:

One of the corporation’s shareholders sued the corporation itself and its other five shareholders (I was one of them) for a large sum. There was no settlement, and four years later the case went to court for 14-day trial. The guy (the plaintiff) was dissatisfied with the court judgment and, within the prescribed time, filed a Notice of Appeal with the Court of Appeal for Ontario. A week later, his lawyer filed an Amended Notice of Appeal. Three months later, he filed an Amended Amended Notice of Appeal. After another three months, he filed Amended Amended Amended Notice of Appeal. And, finally, after another 8 months, he filed Supplementary Notice of Appeal, which stated that this one amends and replaces all previous Notices.

Vlad, you are misleading Voting Members again. When you make such categorical and unsubstantiated statements about what one can do by law and what one can’t do, you are wishful thinking. If you continue to make such statements, please, in each case, clarify in which exactly law or bylaw is it said, and in what particular article or section.



The judge characterized it differently. His narrative of your behaviour does not cast you in such a heroic light.

Your behaviour towards Bimman is echoed in your behaviour towards me and in your language in the CFC forums and your advice on matters of corporate governance. You were the one that brought this case into the conversation. The $400,000 in Bimman's legal fees that you had to pay was the portion that can be ascribed to punishment for your actions. The CFC can't afford to pay $400,000 in legal fees. We don't have that much money so it is wise to refrain from actions that could result in such fees not to mention our own legal fees.



[58] Furthermore, the explanations of the origin of this police complaint offered up by Neiman and Itkine were so far-fetched and self-serving as to colour much of the rest of their evidence. Their evidence on this point left me guessing as to what was fact and what was fiction in their testimony. These two gentlemen, as intelligent and well-schooled in business as each is, would have been better off acknowledging their mistake in undertaking and reporting unproven allegations of fraud and embezzlement and moving on with the true essence of their case."


[222]I have not lost sight of the fact that Bimman was forced out of the management group as a result of exaggerated, if not unfounded, allegations of impropriety bordering on embezzlement. I have concluded that while Bimman’s resignation was perhaps ill-advised, the defendants, with Itkine at the helm, made his life positively miserable during this period of time. He had no alternative but to resign, if only to secure his entitlement to a healthy portion of the DMF, a negotiation which never took place, notwithstanding earlier promises from Itkine to the contrary.

[228]In my view, and not to repeat unduly what has been set out in great detail in the facts portion of this judgment, I find that the activities of Itkine and Neiman amounted to a “marked departure from ordinary standards of decent behavior.”

I must congratulate you though. When I studied the oppression remedy in business policy and business law classes it was impressed on me how difficult it was to prove oppression and you will forever be a part of business school and law school case studies because you managed to lose such a case. The judge did find oppression and did find that your behaviour was not as heroic as you suggest. The results of the appeal only nibbled around the edges of this central finding.

While you may be a brilliant business man who just happened to do business in a community where a branch of my family resided at the time, following your business advice could be hazardous to our CFC financial health.

https://www.canlii.org/en/#search/text=Bimman%20Itkine

Christopher Mallon
04-12-2021, 02:16 PM
Vlad, I'm not sure why you keep bringing up partially fictitious past events which have absolutely nothing to do with you or your conduct as CFC President. So beyond this one paragraph, I'm not going to respond to any of it - unless you want to continue defaming me by blaming me for the loss of the CFC's charitable status, in which case I might go speak with a lawyer myself. I believe Kevin Spraggett's blog is the appropriate location for unfounded conspiracy theories.

I'll put it very plainly to you: Why do you feel it's okay for you to ignore or make up rules as you go along, yet you are the first to threaten others with consequences if they don't follow your personal interpretation of what the rules are/should be?

And as a follow-up: Why do you feel that this conduct is perfectly acceptable for a CFC President?

Richard Bérubé
04-12-2021, 02:54 PM
It’s true that the Board of Directors of the CFC has an important role to play. It must ensure that the organization is well managed, that laws are upheld and that high standards of transparency and integrity are applied, but its role goes well beyond this fiduciary responsibility. The directors actively contribute to the development of the organization’s long-term vision. This vision should appear in a strategic plan. The directors are involved not only in preparing, developing and implementing the planning process, but also in monitoring its implementation. From the perspective of democratic governance, the members’ participation in defining the organization’s orientations is crucial. As such, the Board of Directors should, where necessary, establish consultation practices that encourage such participation.

In that regard, the FQE is very pleased with the recent meetings between both CFC and FQE Presidents. Other CFC Directors should take notice of the importance of those consultations.

Patricia Gamliel
04-12-2021, 05:22 PM
I'm asking. You might answer as well -- where does the Non for profit Act set requirements for the motion of the removal like charges or whatever shall be in the motion? If it is not in the Act, please provide other Act/Law where it would have a process (procedure) of the removal of the director of the non for profit organization.

I'm a chess player -- I want to see variations, not just the evaluation of the position :)


I am not here to teach anyone Canadian law. I answered you. You will have to do your own research.

Christina Tao
04-12-2021, 06:34 PM
Christina Tao has indicated that she would second it if we are talking about my motion.

Yes, I second this motion.

Christina

Victor Itkin
04-12-2021, 06:38 PM
I'm asking. You might answer as well -- where does the Non for profit Act set requirements for the motion of the removal like charges or whatever shall be in the motion? If it is not in the Act, please provide other Act/Law where it would have a process (procedure) of the removal of the director of the non for profit organization.

I'm a chess player -- I want to see variations, not just the evaluation of the position :)

Egis,

I am not a lawyer, but I am pretty sure that there is no other act than Canada NFP Act which regulates Director's removal for non-for profit organizations. Ontario NFP Act is expected to be taken later in 2021.

The NFP Act itself does not say much, but there are interpretations of this Act issued by the Government of Canada, which provide some more details. You may look at
https://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05004.html#toc-05

Section "Directors terms and vacancies on the board of directors"

Lawyers often are trying to make things more complicated than they really are.

Les Bunning
04-12-2021, 09:03 PM
I have not followed this matter in detail but the call to remove the president did not provide any reason why. If a valid reason was given then it should be debated and yoted on by the voting members otherwise it should wait until the annual meeting where the position of president can be contested.
Les Bunning

Nikolay Noritsyn
04-12-2021, 09:10 PM
I have not followed this matter in detail but the call to remove the president did not provide any reason why. If a valid reason was given then it should be debated and yoted on by the voting members otherwise it should wait until the annual meeting where the position of president can be contested.
Les Bunning

Hi Les,

If you take a look at the pdf of the motion, the very first sentence reads

"Whereas the president's conduct in the February 2021 Special Meeting of Voting Members calls into question his ability to continue carrying out his duties as President" ...

I agree, this of course should be debated and vote upon (at the requested Special Meeting).

Best Regards,
Nikolay

Roger Langen
04-12-2021, 11:50 PM
The entire conversation, on this occasion as in the last, does not inspire confidence.

Vladimir Drkulec
04-13-2021, 01:59 AM
Vlad, I'm not sure why you keep bringing up partially fictitious past events which have absolutely nothing to do with you or your conduct as CFC President. So beyond this one paragraph, I'm not going to respond to any of it - unless you want to continue defaming me by blaming me for the loss of the CFC's charitable status, in which case I might go speak with a lawyer myself. I believe Kevin Spraggett's blog is the appropriate location for unfounded conspiracy theories.


I am not blaming you for the loss of charitable status. I am pointing out that you presided over the CFC when there were irregularities in giving receipts for charitable donations for transactions that were not charitable donations. Now I don't claim that this was your fault though if you really want to make an issue of it I could ask Revenue Canada to supply all correspondence from this period. I have talked to a number of people about this situation over the years and have a general idea of what happened. I notice that you were careful not to deny the portion of my statement that actually could be construed as defamatory if untrue and chose to concentrate on the portion about the eventual consequences of the poor management of the CFC at the time. The CFC chose to not challenge the ruling over loss of charitable status because there had not been very many charitable donations which would justify fighting to keep that status though it would be nice to have that status now as I am pretty sure that we could do very well soliciting donations if we were a charity still. Your tenure may have driven a nail or two into that coffin but there were lots of nails in that coffin and it was a decision based on the cost/benefit analysis appropriate to the time. We are likely to try to revive that status or something closely akin to it. I have been through such a lawsuit and have a pretty good idea of what is and isn't defamation except in Quebec where everything is defamatory even if true. I have talked to lots of people about this situation including Hal Bond, Michael von Keitz, and several others who are well acquainted with what transpired. It is water under the bridge but you too should not be giving any high and mighty lectures on governance when you live in a glass house.

Vladimir Drkulec
04-13-2021, 02:14 AM
With respect to what transpired at the last special meeting my participation was hobbled by Bell Canada digging and installing fibre internet cable in my neighbourhood and cutting my Cogeco internet cable. I was offline several times, once more than a day over the course of the meeting. I did make requests and provide instructions as to how the vote should be conducted which were not followed probably because emails were not read on a timely basis or perhaps did not arrive as some of the internet outages were abrupt as cutting a cable tends to be.

Patricia Gamliel
04-13-2021, 07:38 AM
It’s true that the Board of Directors of the CFC has an important role to play. It must ensure that the organization is well managed, that laws are upheld and that high standards of transparency and integrity are applied, but its role goes well beyond this fiduciary responsibility. The directors actively contribute to the development of the organization’s long-term vision. This vision should appear in a strategic plan. The directors are involved not only in preparing, developing and implementing the planning process, but also in monitoring its implementation. From the perspective of democratic governance, the members’ participation in defining the organization’s orientations is crucial. As such, the Board of Directors should, where necessary, establish consultation practices that encourage such participation.

In that regard, the FQE is very pleased with the recent meetings between both CFC and FQE Presidents. Other CFC Directors should take notice of the importance of those consultations.

Thank you for redirecting this forum to its real goals. There is so many important items to deal with. I welcome the positive advancement of Chess through these consultations.

Jeremy Clark
04-13-2021, 08:13 AM
Thank you for redirecting this forum to its real goals. There is so many important items to deal with. I welcome the positive advancement of Chess through these consultations.

In a thread made specifically to discuss this motion, you welcome redirecting this discussion to another topic - one that already has its own thread? Meanwhile, in the thread dedicated to that discussion, Vlad is bringing up the topic of THIS thread.

Aris Marghetis
04-13-2021, 08:52 AM
Originally Posted by Patricia Gamliel
Thank you for redirecting this forum to its real goals. There is so many important items to deal with. I welcome the positive advancement of Chess through these consultations.


In a thread made specifically to discuss this motion, you welcome redirecting this discussion to another topic - one that already has its own thread? Meanwhile, in the thread dedicated to that discussion, Vlad is bringing up the topic of THIS thread.

My goodness Jeremy, one of the best posts EVER --- now I gotta clean up the coffee I laugh-sprayed all over my desk LOL

Vladimir Drkulec
04-13-2021, 10:10 AM
In a thread made specifically to discuss this motion, you welcome redirecting this discussion to another topic - one that already has its own thread? Meanwhile, in the thread dedicated to that discussion, Vlad is bringing up the topic of THIS thread.


This thread is for the topic of whether it is a good idea to remove me. Why do you want to remove me?

I understand that you are friendly with Hal Bond and I would very much caution you that you should refrain from making defamatory statements based only on what you have heard from him. I have very carefully gone through all of the correspondence that was exchanged around the time of the FIDE election and also the emails that I sent which show my understanding of the situation. I have discussed and shared some of these with FIDE president Arkady Dvorkovich. People are making allegations that are not based on evidence but only inferences and anonymous sources who, in some cases, are lying.

I would suggest that everyone give at least as much attention to some of the other threads particularly the FQE letter which could be very significant for the future progress of chess in Canada. The Sport Tourism Canada thread is very significant to our future prospects post-pandemic.

Jeremy Clark
04-13-2021, 10:23 AM
This thread is for the topic of whether it is a good idea to remove me. Why do you want to remove me?

I understand that you are friendly with Hal Bond and I would very much caution you that you should refrain from making defamatory statements based only on what you have heard from him. I have very carefully gone through all of the correspondence that was exchanged around the time of the FIDE election and also the emails that I sent which show my understanding of the situation. I have discussed and shared some of these with FIDE president Arkady Dvorkovich. People are making allegations that are not based on evidence but only inferences and anonymous sources who, in some cases, are lying.

I would suggest that everyone give at least as much attention to some of the other threads particularly the FQE letter which could be very significant for the future progress of chess in Canada. The Sport Tourism Canada thread is very significant to our future prospects post-pandemic.

I didn't diminish the importance of the discussions with FQE. I merely pointed out that Patricia Gamliel 'welcomed' redirecting the discussion of the topic of this thread to another, while that other topic has its own thread. And in the thread regarding FQE consultations, you referenced the campaign to remove you as president, as though the two cannot happen at the same time.

Along with Nikolay and Victor, I reference your behaviour in the recent special meeting as adequate grounds for your removal. Your behaviour here has not distinguished you any further. You bring up irrelevancies from the past of others in some misguided attempt to defend yourself.

Vladimir Drkulec
04-13-2021, 10:43 AM
I didn't diminish the importance of the discussions with FQE. I merely pointed out that Patricia Gamliel 'welcomed' redirecting the discussion of the topic of this thread to another, while that other topic has its own thread. And in the thread regarding FQE consultations, you referenced the campaign to remove you as president, as though the two cannot happen at the same time.

Along with Nikolay and Victor, I reference your behaviour in the recent special meeting as adequate grounds for your removal. Your behaviour here has not distinguished you any further. You bring up irrelevancies from the past of others in some misguided attempt to defend yourself.

I think you have to be a bit more specific than that. Currently Mr. Itkine and Mr. Noritsyn are throwing a lot of irrelevancies against the wall and hoping that some of them will stick. In the case of Mr. Itkine he makes mistaken assumptions about my duties as CFC president. He does not understand fiduciary duty which requires me to do the exact opposite of what he is saying I am required to do. The fiduciary duty is not to the members of the board. The fiduciary duty is to the non-profit corporation, the CFC. I used to teach introductory finance and these concepts at university for a number of years. I understand fiduciary duty. I don't want to get too far into the weeds here but I am probably the only one who kept this fiduciary duty in mind throughout these situations. That fiduciary duty left me no other options.

Mr. Noritsyn thinks that just because someone asks me to post defamatory material about the FIDE president and I refuse that is grounds for removal. I have great respect for Mr. Bareev but I could not as CFC president post that with what it said about the FIDE president without burning all bridges which were only recently available to us because we reached out to FIDE after Mr. Bond's resignation.

Victor Itkin
04-13-2021, 10:50 AM
I have 2 questions. I address these questions not to Vlad, but to the other five (at a time of the February Special meeting) CFC Directors: Egis Zeromskis, Lyle Craver, Fred McKim, Christina Tao, and Mark Dutton:

1. Did the CFC Voting Member Vladimir Drkulec submit any written requisition to the Board of Directors in order to convene the February Special meeting?
Please respond briefly, preferably in the “Yes” or “No” format.

2. Did the CFC Voting Member Vladimir Drkulec submit any written requisition to the Board of Directors in order to include into the February Special meeting’s agenda his Motion to enlarge the Executive by the addition of Patricia Gamliel as Director At Large?
Please respond briefly, preferably in the “Yes” or “No” format.

Dear CFC Directors!
Please do not shy away from a direct and honest answer to these questions. This is important for the topic under discussion.


None of the five CFC Directors answered these simple questions in 24 hours.:confused:

Isn’t disturbing? Am I the only voting member to be bothered by this?

Victor Itkin
04-13-2021, 10:58 AM
I think you have to be a bit more specific than that. ... In the case of Mr. Itkine he makes mistaken assumptions about my duties as CFC president. He does not understand fiduciary duty which requires me to do the exact opposite of what he is saying I am required to do. The fiduciary duty is not to the members of the board. The fiduciary duty is to the non-profit corporation the CFC. I used to teach introductory finance and these concepts at university for a number of years. I understand fiduciary duty. I don't want to get too far into the weeds here but I am probably the only one who kept this fiduciary duty in mind throughout these situations. That fiduciary duty left me no other options.

The fiduciary duty issue was already dropped in the previous thread. The accusation in breaching CFC bylaws and NFP Act stays. We'll be more specific after receiving Director(s)' answers to my questions asked in the previous post.

Vladimir Drkulec
04-13-2021, 11:10 AM
The fiduciary duty issue was already dropped in the previous thread. The accusation in breaching CFC bylaws and NFP Act stays. We'll be more specific after receiving Director(s)' answers to my questions asked in the previous post.

You don't investigate after you have launched a removal action. You cannot remove me for doing things which are within my authority whether current or recent past practice. The meeting and motions followed the same practices that we followed for the past seven and a half years.

Jeremy Clark
04-13-2021, 11:13 AM
You don't investigate after you have launched a removal action. You cannot remove me for doing things which are within my authority whether current or recent past practice. The meeting and motions followed the same practices that we followed for the past seven and a half years.

I don't see where asking the executive for information is out of line. You're insistent that rules be followed to the letter to protect the CFC, but there are outstanding questions about whether or not you yourself followed the rules. Shutting down Victor's line of questioning here is simply running away from the issue.

Victor Itkin
04-13-2021, 11:18 AM
You don't investigate after you have launched a removal action.

Removal action was declined by the Board of Directors.

We are now in the process of discussion before voting on your Motion 1.

Vladimir Drkulec
04-13-2021, 01:26 PM
It’s true that the Board of Directors of the CFC has an important role to play. It must ensure that the organization is well managed, that laws are upheld and that high standards of transparency and integrity are applied, but its role goes well beyond this fiduciary responsibility. The directors actively contribute to the development of the organization’s long-term vision. This vision should appear in a strategic plan. The directors are involved not only in preparing, developing and implementing the planning process, but also in monitoring its implementation. From the perspective of democratic governance, the members’ participation in defining the organization’s orientations is crucial. As such, the Board of Directors should, where necessary, establish consultation practices that encourage such participation.

In that regard, the FQE is very pleased with the recent meetings between both CFC and FQE Presidents. Other CFC Directors should take notice of the importance of those consultations.

I very much appreciate the help and contributions of the FQE in organizing events and contributing to the CFC's financial health as you have with the recent payment under the CFC-FQE agreement. There is a much more comprehensive arrangement which the FQE has proposed in the letter which is the subject of one of the threads in this meeting. The FQE is strong in part because of the support they receive from the Quebec government but also because of their ambitious programs some of which the CFC needs to incorporate into its own thinking.

There are some who have an uninformed hawkish demeanour on things FQE but they are not considering the larger picture. We almost did not get Canadian Olympic Committee recognition (from which flowed all the benefits of Sport Tourism Canada) because the COC was concerned about our relationship to the FQE and the reason that Quebec got only 3 voting members. My response was that this was all that they wanted. The FQE are an excellent resource for the CFC as a source of ideas and organizer energy. What we need from the FQE is their help to become a more bilingual organization. There are many measures in the letter which suggest a path forward in this regard. The problem with the issues raised by this thread is that some people for whatever reason are just intent on starting fires which we then have to waste time and energy in order to put out while having our attention diverted from the many opportunities that we have uncovered in just the last few days.

Jeremy Clark
04-13-2021, 02:23 PM
I very much appreciate the help and contributions of the FQE in organizing events and contributing to the CFC's financial health as you have with the recent payment under the CFC-FQE agreement. There is a much more comprehensive arrangement which the FQE has proposed in the letter which is the subject of one of the threads in this meeting. The FQE is strong in part because of the support they receive from the Quebec government but also because of their ambitious programs some of which the CFC needs to incorporate into its own thinking.

There are some who have an uninformed hawkish demeanour on things FQE but they are not considering the larger picture. We almost did not get Canadian Olympic Committee recognition (from which flowed all the benefits of Sport Tourism Canada) because the COC was concerned about our relationship to the FQE and the reason that Quebec got only 3 voting members. My response was that this was all that they wanted. The FQE are an excellent resource for the CFC as a source of ideas and organizer energy. What we need from the FQE is their help to become a more bilingual organization. There are many measures in the letter which suggest a path forward in this regard. The problem with the issues raised by this thread is that some people for whatever reason are just intent on starting fires which we then have to waste time and energy in order to put out while having our attention diverted from the many opportunities that we have uncovered in just the last few days.

Why do you insist on this behaviour, Vlad? There's an entire separate thread for discussing consultations between the FQE and the CFC. I don't believe anyone in this thread is attacking the discussions with the FQE. In one post you tell us we shouldn't ask questions related to this thread's purpose, and in the next you drag in an unrelated matter - which has its own thread.

Please confine discussions to their relevant threads. It's entirely possible for people to be alarmed by your behaviour while also supporting current initiatives, including discussions with the FQE.

Vladimir Drkulec
04-13-2021, 02:38 PM
Why do you insist on this behaviour, Vlad? There's an entire separate thread for discussing consultations between the FQE and the CFC. I don't believe anyone in this thread is attacking the discussions with the FQE. In one post you tell us we shouldn't ask questions related to this thread's purpose, and in the next you drag in an unrelated matter - which has its own thread.

Please confine discussions to their relevant threads. It's entirely possible for people to be alarmed by your behaviour while also supporting current initiatives, including discussions with the FQE.

I am entitled to respond to posts within this thread whether you like the posts or not. I and not you am presiding over this meeting. You have still not answered my question on why you think that I should be removed.

Jeremy Clark
04-13-2021, 02:46 PM
Of course you're allowed to respond as you wish I was merely asking if you could confine discussion to the stated topics, instead of dragging things off-topic. And yes, I did answer your question. Your behaviour in the February special meeting was abhorrent. We'd like to discuss behaviour and whether or not rules in calling the special meeting were followed, but Victor's attempts on that front have been met with you attempting to shut down the discussion.

In just the last couple of pages in this thread here you've made part of the case. Appealing to your own authority with "I'm in charge and you're not", as though that has anything to do with how irrelevant your posts are. You keep trying to drag on-topic discussions that don't favour you away from their stated topic. You know full well the reasons this motion exists at all - it was in the motion itself - your behaviour!

You brought up issues with Hal Bond yourself, and seem frustrated when none of us will engage. You warn us against defamatory statements, but bristle when we don't provide any.

Attempting to denigrate the individuals pursuing this motion does not serve you, or the CFC.

Vladimir Drkulec
04-13-2021, 05:46 PM
The special meeting was called based on the procedure which was used in approximately the last thirty meetings over the past seven and a half years. Our working theory was that we were still using policies from the handbook which was still the policy of the CFC. Judging questions of whether my actions were proper under one set of rules while ignoring the rules we were operating under for thirty years is quite unfair. I am okay going with that theory of our operation from now on but the implications of that is that we are not bound by that bylaw in any way. I don't think that is what anyone wants. It certainly gives much more power to the executive.

Jeremy Clark
04-13-2021, 06:16 PM
I remain somewhat unconvinced that an obsession with every iota of the rules when it comes to making motions, and calling special meetings with attention only to 'the way things have always been done' makes much sense. Certainly I have respect for things that have always worked, and would have had no issue with it were it not for being confronted with repeated insistence that other people follow all the rules at all times, to the smallest of detail. It gives off the appearance of playing either side when it best suits.

Victor Itkin
04-13-2021, 07:03 PM
The special meeting was called based on the procedure which was used in approximately the last thirty meetings over the past seven and a half years...

Based on the CFC Archive, the previous Special Meeting (before this February) under your Presidency was held in February 2014. CFC was not yet under the NFP Act at that time.

All other meetings under your Presidency were regular Quarterly Meetings and AGMs. Unless something is missed in the Archive.

Michael Barron
04-13-2021, 08:12 PM
Am I the only voting member to be bothered by this?

Victor,

For the better or worse - looks like it's the case (and I told you so...) :)

Better put your time and energy for something more constructive...

Victor Itkin
04-13-2021, 08:13 PM
I have 2 questions. I address these questions not to Vlad, but to the other five (at a time of the February Special meeting) CFC Directors: Egis Zeromskis, Lyle Craver, Fred McKim, Christina Tao, and Mark Dutton:

1. Did the CFC Voting Member Vladimir Drkulec submit any written requisition to the Board of Directors in order to convene the February Special meeting?
Please respond briefly, preferably in the “Yes” or “No” format.

2. Did the CFC Voting Member Vladimir Drkulec submit any written requisition to the Board of Directors in order to include into the February Special meeting’s agenda his Motion to enlarge the Executive by the addition of Patricia Gamliel as Director At Large?
Please respond briefly, preferably in the “Yes” or “No” format.

Dear CFC Directors!
Please do not shy away from a direct and honest answer to these questions. This is important for the topic under discussion.

Another working day of this meeting is coming to an end, but there are still no answers to my two questions. Each Voting Member has the right to interpret this collective silence in his/her own way.

But the lack of an answer is also the answer. As the lawyers would say, according to the balance of probabilities, Vladimir Drkulec did not submit ANY written requisition to the Board of Directors – as required by the NFP Act and the CFC bylaw - in order to convene February Special meeting. Otherwise, some would have confirmed this long ago. It is also pretty clear from Vlad’s own posts and from the post of CFC Secretary Lyle Craver that there was no written requisition(s):


I contacted various voting members and asked them what they thought of it probably starting with Nikolay Noritsyn. I was contacted by many more voting members including Michael Barron and Ian Findlay. I asked them what they thought and most were in favour of putting it to the voting members. Five percent of the voting members can call a meeting and I had more than five percent of the voting members asking for a meeting.


Our bylaw states that 5% of the voting members can call for a special meeting. More than 5% asked for a special meeting. Blame it on the government.


By my reckoning that is three people that have requested a vote in this forum. I also request a meeting. This is well beyond the 5% threshold to call a special meeting. I hereby declare that we shall have a special meeting Sunday February 21, 2021 through Thursday February 25, 2021.


Thus I conclude that holding a poll on the best way to replace Hal Bond and acting on the result of the poll is outside the specifications of our bylaws.

I have multiple times in e-mails described this as "Playing Fischer Random with the Handbook"

I have been making this point several times in private e-mails with the executive since the resignation of Mr. Bond. And there was a solid consensus on the Executive for a candidate.

That's all I'm willing to say since being on the Executive does require some discretion but there's no question I am far from the only irate Director at this point.

If the absence of a written requisition for convening the February Special meeting is not refuted before the voting on Motion 1, I will consider it to be circumstantial evidence of the CFC President’s gross violation of the NFP Act and of his abuse of power when calling the February meeting.

I believe that this reason alone is sufficient to justify the need to remove Vladimir Drkulec from office.

Moreover, while he did not produce any written requisition for the February Special meeting, in a similar situation he found fault with supposedly some bureaucratic nuances in Nikolay’s written requisition which no one has yet bothered to name specifically.

During the February Special meeting, there were other – less significant – violations on the part of Vlad, but there is no point of wasting time on their discussion (unless the absence of written requisition(s) for the February Special meeting is refuted).

Victor Plotkin
04-13-2021, 10:29 PM
I don't want to sound as though I know the NFP and CFC Handbook better than the President, but I am certain that many violations relating to the election of Patricia Gamliel were committed before and during the voting process.

Patricia Gamliel
04-14-2021, 07:57 AM
The only violation I witnessed during the said voting process was much more serious than a bylaw or a law: It was a Canadian Charter violation. It was stated that a woman (me) who is proposed for election should not be elected because the only part of her short bio that should noticeable is her motherhood. Not her extended professional knowledge, her wide and long term experience with non-profit organisations that she could bring to the CFC community. No: It was her being a mother that was stated as a reason not to vote her in, to join the board. Parenthood would have never been raised if a man would have been up for a vote, that is sure!

Vladimir Drkulec
04-14-2021, 08:55 AM
The only violation I witnessed during the said voting process was much more serious than a bylaw or a law: It was a Canadian Charter violation. It was stated that a woman (me) who is proposed for election should not be elected because the only part of her short bio that should noticeable is her motherhood. Not her extended professional knowledge, her wide and long term experience with non-profit organisations that she could bring to the CFC community. No: It was her being a mother that was stated as a reason not to vote her in, to join the board. Parenthood would have never been raised if a man would have been up for a vote, that is sure!

This statement which you are referring to was offensive. I received several complaints about this statement from women voting members and female CFC members. There were several statements made in the meeting which were offensive. We need more women involved in chess as players, arbiters, voting members and members of the board. People need to be educated on what is acceptable in a just society, unfortunately.

In addition, at least one ineligible person was allowed to cast a vote in support of the motion to overrule the chairperson on the point of order ruling.

I have not checked the validity of the other votes but I believe that votes should be public or at the very least should be checked carefully for ineligible voters.

Les Bunning
04-14-2021, 09:44 AM
Hi Les,

If you take a look at the pdf of the motion, the very first sentence reads

"Whereas the president's conduct in the February 2021 Special Meeting of Voting Members calls into question his ability to continue carrying out his duties as President" ...

I agree, this of course should be debated and vote upon (at the requested Special Meeting).

Best Regards,
Nikolay

In my view you have to show more than a disagreement. You have to spell out the misconduct or show some type of malfeasance. You have not done this.
Les Bunning

Victor Plotkin
04-14-2021, 10:32 AM
The only violation I witnessed during the said voting process was much more serious than a bylaw or a law: It was a Canadian Charter violation. It was stated that a woman (me) who is proposed for election should not be elected because the only part of her short bio that should noticeable is her motherhood. Not her extended professional knowledge, her wide and long term experience with non-profit organisations that she could bring to the CFC community. No: It was her being a mother that was stated as a reason not to vote her in, to join the board. Parenthood would have never been raised if a man would have been up for a vote, that is sure!

During the meeting, I didn't participate in discussions about your election/appointment. Honestly, I was just too busy with another election. So your post is already wrong, or at least misleading. But let's take a look at what I actually said. "Patricia was never involved in CFC. She has 3 kids playing chess... Good for her. My wife also has 3 kids playing chess, so what? (And a husband)."

What does this mean? I didn't see it fit to elect her not because she is a mother, that's great, but actually because she has never been involved with the CFC and being an expert in other matters was not a good enough reason for me to deem her qualified.

I would also like to note that I fail to see any violations of the Canadian Charter. In fact, what I found truly offensive was you comparing yourself to my wife in a degrading manner and also your disrespectful comments about a strong chess player, (during the Director's meeting) only because he is involved with the removal of the CFC President.

Victor Itkin
04-14-2021, 10:55 AM
So why do you think that I should be removed?

ADDITIONAL REASONS FOR REMOVING CFC PRESIDENT FROM OFFICE

Let’s look at two recent episodes of the CFC President’s alarming behaviour.

FIRST EPISODE
At the CFC Board of Directors, a vote was taken on the intention to ask CFC Publicity Officer Vadim Tsypin to resign due to his unworthy behaviour and attempt to bribe. While the majority of Directors voted for an action, President Vladimir Drkulec declined to move forward. By doing so, the CFC President broke the new CFC bylaw which reads: “At all meetings of the board, every question shall be decided by a majority of the votes cast on the question.”

The President justified his inaction as follows:


The decision was that I do something which I and the board could be sued for … You cannot help your friend Hal Bond if it puts the CFC at risk of a catastrophic loss.

In my opinion Hal Bond’s commentary on this situation is well put (taken from this Forum: http://www.chesscanada.info/forum/sh...ampaign-Thread post #76):


If we can’t even object to a bribe without being sued by the person who offered it, we should close our doors. We are not an organization, we are a hostage.

If any of the Voting Members are interested in finer details regarding this episode, they can be read in another thread on this Forum (English Chat – A Vote of No Confidence for the CFC President; https://www.chesscanada.info/forum/showthread.php?5622-A-Vote-of-No-Confidence-for-the-CFC-President). The position of the CFC President is detailed in posts ## 22, 24, 33, 34, 35, 36, and 43, and my position is in posts ## 23, 32, 37, 38, and 42 in that thread.

SECOND EPISODE
In December 2020, Diana Tsypina (Tsypin’s spouse) submits her application to Hal Bond to be promoted to IA Category B at her 1-year anniversary since she was granted IA Category D title. It takes at least five years to be promoted to IA Category B. Tsypina makes her move 4 years early, ahead of others who wait their turn. After been rejected by Hal Bond, Diana Tsypina escalated her issue to the CFC President Vladimir Drkulec, who decided to endorse her application. The CFC President justified his decision as follows:


There was a way for the case to go forward without the CFC's approval by applying directly to FIDE. A successful application after we refused would make us look very bad. We would appear to be working to block the advance of a francophone woman. Not a good look for us … Make no mistake, this would have ended up in a court of law …

The year prior Vadim Tsypin made a similar move applying to become a Category B IA one year after receiving his Category D title. Vadim Tsypin at the time convinced the CFC President Vladimir Drkulec to petition FIDE for an exemption to time served. Hal Bond, as soon as he found out what happened, brought the issue to the CFC Board of Directors, and at its unanimous direction Vladimir Drkulec was forced to write to FIDE a letter of retraction. In his email to CFC Directors dated February 13, 2020, Vladimir Drkulec confirmed that Tsypin misled him (and FIDE) regarding FIDE Arbiter classification regulations:
“That I wrote the retraction is only proof that I believe I acted incorrectly” (re: petitioning FIDE).

How then, one year later, can Vlad commit the same error for which he publicly apologized when a similar situation arose regarding Diana Tsypina?


This last episode immediately led to Hal Bond’s resignation. To the displeasure of most of the CFC Directors, Vladimir Drkulec rejected the initiative to appoint Aris Marghetis as a new FIDE Representative by the Board’s decision, and instead convened a Special Meeting for this purpose. Surprisingly, at this Special Meeting Vladimir Drkulec publically endorsed Vadim Tsypin – the person who misled him in the past and who the majority of board of directors voted to resign as CFC Publicity Officer – for the Director position of CFC FIDE Representative:


I believe that Victor Plotkin is a good candidate but Vadim Tsypin is a great candidate. … If there is any doubt, I am supporting Vadim in this election.

So, instead of offering Vadim Tsypin to resign from CFC Publicity Officer’s position (because he feared to be sued by Vadim), Vladimir Drkulec promotes him to become a CFC Director and the CFC FIDE Representative! Why on earth he acted in such a way we can only guess. Perhaps, for a better assessment of the situation, it is worth paying attention to the opinion of Hal Bond, which he expressed at this forum (http://www.chesscanada.info/forum/sh...ampaign-Thread post #76):


Make no mistake about it, this is not only about what has (not) happened, this is also about our future. Vlad is not corrupt at all, but to me he appears to behave like he has been compromised by the offender. This is not good for the CFC. We need to ensure the independence of the CFC Executive.

CONCLUSION
Vladimir Drkulec has acted out of accordance with the majority vote of Directors and he has knowingly repeated his previous error with seemingly no regard for the rules. His only justification is a vague fear of being sued, which is clearly just an excuse – he only received friendly legal advice, but did not consult an independent lawyer. This is no way for a President to behave. If you disagree with the choice of the Director’s majority vote and do not want to execute it then you resign, just like Hal Bond did after Tsypina’s application was approved by the CFC. When you also add in Vlad’s further disregard for the rules and due process in the February Special Meeting (which has been pointed out in this thread above), there is no doubt in my mind that Vladimir Drkulec is not acting in the best interests of Canadian chess and should be voted out of office.

P.S.
I deliberately do not use the episode with the forged Hal Bond email in my reasoning, because there is insufficient evidence of exactly how the original email was leaked from the internal correspondence of the CFC Board of Directors.

Fred McKim
04-14-2021, 11:00 AM
None of the five CFC Directors answered these simple questions in 24 hours.:confused:

Isn’t disturbing? Am I the only voting member to be bothered by this?

Victor. Can you put into plain English what a written requisition is ? Vlad informed the rest of the Executive he would be calling a Special Meeting, as the 5% threshold had been met.

Victor Itkin
04-14-2021, 11:11 AM
The only violation I witnessed during the said voting process was ...

Patricia,

I would like to clarify our group's position about your election: we admit that you won this election fairly. And we hope that at this position you will be helpful for the CFC. We have never said that you did anything wrong in regards to the elections.

The issue is not with you, as a person, but with the order how the February Special Meeting was called by the President, and how the motion for voting for the Director at Large position appeared in the meetings' agenda, and how the order to vote was set. We would have exactly the same issue with Vlad, if instead of you for this position would be nominated any other person (women or men).

My view is that Victor Plotkin in his post in this thread was trying to say approximately the same.

Fred McKim
04-14-2021, 11:18 AM
In this particular instance, while a 5% threshold had been met to a call a meeting, the CFC Executive determined that the call for the removal of the President was illegal as it was lacking in 2 areas. It was the choice of the Executive not to help the members, by discussing the deficiencies with them. While I don't support the removal of the President, at the time of our meeting I was disappointed with how we handled this, as it simply seemed to be throwing up roadblocks/technicalities to fully resolving this and begin a healing process.

With the intricacies of the NFP Act I doubt you are going to be able to put forward a "legal" motion without legal help, then time will be required to prepare a defence, and then to call a special meeting. By the time this is said and done, I think you are all best served with channeling your collective energies to the elections at the AGM.

Victor Itkin
04-14-2021, 11:32 AM
Victor. Can you put into plain English what a written requisition is ? Vlad informed the rest of the Executive he would be calling a Special Meeting, as the 5% threshold had been met.

Fred,

English is not my first language. It is difficulty for me to put it more plain than it is written in the law. "Requisition" is expression taken by me from the Section 167 of the NFP Act:

"Requisition of meeting

167 (1) The members of a corporation who hold the prescribed percentage of votes that may be cast at a meeting of members sought to be held, or a lower percentage that is set out in the by-laws, may requisition the directors to call the meeting for the purposes stated in the requisition.

Form

(2) The requisition referred to in subsection (1), which may consist of several documents of similar form each signed by one or more members, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation."

Vladimir Drkulec
04-14-2021, 11:34 AM
The board has always worked by consensus through emails (that is until we became more efficient and started Zoom meetings at the request of Patricia). Agendas for voting member meetings are proposed by the President and board members can add items to be discussed.

In late January adding Patricia Gamliel was discussed. She was even discussed much before that meeting when she joined FIDE Social Commission and became quickly known for her skills. Electing her through the members meeting was more democratic and we proceeded this way.

Appointing more women to the board is required to meet Canadian Olympic Committee and FIDE guidelines.

Fred McKim
04-14-2021, 11:39 AM
Fred,

English is not my first language. It is difficulty for me to put it more plain than it is written in the law. "Requisition" is expression taken by me from the Section 167 of the NFP Act:

"Requisition of meeting

167 (1) The members of a corporation who hold the prescribed percentage of votes that may be cast at a meeting of members sought to be held, or a lower percentage that is set out in the by-laws, may requisition the directors to call the meeting for the purposes stated in the requisition.

Form

(2) The requisition referred to in subsection (1), which may consist of several documents of similar form each signed by one or more members, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation."

It is my opinion that the first time I saw the full agenda was on this Forum, although it may have been in the Executive/Directors Forum (I'm not sure, now) - which would seem to satisfy point 2. Obviously any of us had time to suggest modifications.

Victor Itkin
04-14-2021, 11:46 AM
In this particular instance, while a 5% threshold had been met to a call a meeting, the CFC Executive determined that the call for the removal of the President was illegal as it was lacking in 2 areas. It was the choice of the Executive not to help the members, by discussing the deficiencies with them. While I don't support the removal of the President, at the time of our meeting I was disappointed with how we handled this, as it simply seemed to be throwing up roadblocks/technicalities to fully resolving this and begin a healing process.

With the intricacies of the NFP Act I doubt you are going to be able to put forward a "legal" motion without legal help, then time will be required to prepare a defence, and then to call a special meeting. By the time this is said and done, I think you are all best served with channeling your collective energies to the elections at the AGM.

Nikolay has presented his requisitions in a Form prescribed by the NFP Act. Let's assume that it was lacking in 2 areas, as you say. But Vlad presented nothing. He did not present any form, which is required by law to be signed and sent to each Director and to the CFC office. Why the Board of Directors did not determine that the call for February Meeting is illegal at that time? Do you have different standards for different members?

Anyway, we confirm that our position is as follows. We'll look at the results of voting on Vlad's Motion 1 which I and Christina Tao have seconded. If the majority will vote in Vlad's favour, we'll not take any further actions and will wait until the AGM.

However, if the majority will vote for holding the Special Meeting to vote for removal Vlad from office, then we'll take a lawyer and will fix those lacking 2 areas which you have mentioned.

Lyle Craver
04-14-2021, 11:59 AM
I very much appreciate the help and contributions of the FQE in organizing events and contributing to the CFC's financial health as you have with the recent payment under the CFC-FQE agreement. There is a much more comprehensive arrangement which the FQE has proposed in the letter which is the subject of one of the threads in this meeting. The FQE is strong in part because of the support they receive from the Quebec government but also because of their ambitious programs some of which the CFC needs to incorporate into its own thinking.

There are some who have an uninformed hawkish demeanour on things FQE but they are not considering the larger picture. We almost did not get Canadian Olympic Committee recognition (from which flowed all the benefits of Sport Tourism Canada) because the COC was concerned about our relationship to the FQE and the reason that Quebec got only 3 voting members. My response was that this was all that they wanted. The FQE are an excellent resource for the CFC as a source of ideas and organizer energy. What we need from the FQE is their help to become a more bilingual organization. There are many measures in the letter which suggest a path forward in this regard. The problem with the issues raised by this thread is that some people for whatever reason are just intent on starting fires which we then have to waste time and energy in order to put out while having our attention diverted from the many opportunities that we have uncovered in just the last few days.

The present state of things with the FQE is a sorry state - but one that was created almost entirely by the FQE itself. Given the FQE's decision I do feel that primarily due to its proximity to Ontario that provincial affiliates who have stuck by the CFC through thick and thin have been almost entirely ignored by the CFC. (As a longtime executive member of the BC Chess Federation I can safely say there are those on the board who don't feel the CFC is properly representing provincial interests though with the pandemic much is deferred) Your point that the FQE wanted 3 VM positions and got them is valid - if the COC were to insist on more (for instance the full per capita quota) as a price of doing business with COC I would say "Quebec gets their full quota when they re-affiliate not before and that most organizations do not give ANY representation on their board of governors to unaffiliated organizations" and if push came to shove I would resign before voting any such thing.

I'd say the COC needs to review the history since their dis-affiliation - to paint the CFC as disinterested and mistreating the FQE is both ignorant and insulting.

In any case Noritsyn's issue comes down to "did the president fail in his duty either first in calling the February special meeting in the first place, second in adding additional items to the agenda totally unrelated to the FIDE position and third in his handling of the chair challenge" and if so are failures in this area cause for removal from office.

In my opinion none of the discussion of the FQE and other issues is relevant to the issue here - it's a question of whether governance became mis-governance and if so what should be the result. Nothing more, nothing less.

Fred McKim
04-14-2021, 12:07 PM
Can someone explain the motion to me ?

If I understand this correctly we are being asked whether a Special Meeting should be called if the Noritsyn call for a meeting can be legally presented ? Am I missing something here, because if they are able to legally call a meeting why would we vote NO to having it ? Voting Yes only implies that they have met the legal requirement, not how you would vote at the meeting - or am I way off here ??

Victor Itkin
04-14-2021, 12:53 PM
Can someone explain the motion to me ?

If I understand this correctly we are being asked whether a Special Meeting should be called if the Noritsyn call for a meeting can be legally presented ? Am I missing something here, because if they are able to legally call a meeting why would we vote NO to having it ? Voting Yes only implies that they have met the legal requirement, not how you would vote at the meeting - or am I way off here ??

I'll try to explain our position one more time.

There is no question that we have the right to call for a Special Meeting. We can go to a lawyer and meet the legal requirement. If there will be no vote on Motion 1 taken at this meeting, this will be exactly our next step.

But, of course, we are not sure, will the majority support Vlad's removal or not. That's why, to save everybody's time and efforts, we suggest to vote on Motion 1 at this meeting. We are already here, discussion is coming to its end, and it is easy to put this Motion for vote and see the results.

If the majority will vote in favour of Vlad, we will respect (unlike Vlad did several times) the majority decision and we will not exercise our right to call for a Special Meeting.

I hope, our position should be more clear now.

Patricia Gamliel
04-14-2021, 01:31 PM
Patricia,

I would like to clarify our group's position about your election: we admit that you won this election fairly. And we hope that at this position you will be helpful for the CFC. We have never said that you did anything wrong in regards to the elections.

The issue is not with you, as a person, but with the order how the February Special Meeting was called by the President, and how the motion for voting for the Director at Large position appeared in the meetings' agenda, and how the order to vote was set. We would have exactly the same issue with Vlad, if instead of you for this position would be nominated any other person (women or men).

My view is that Victor Plotkin in his post in this thread was trying to say approximately the same.

Sir:
I maintain every word of my earlier post. The said discriminatory and offensive comment was clear.
A tentative interpretation, made months later, could be viewed as an effort for a doubtful political gain that can only fail because it does not change the time and context within which the original statement was made.
This is my last post on that specific thread that, as far as I am personally concerned, is not worth more of my time. There are so much more important threads to discuss in this forum.

Victor Plotkin
04-14-2021, 01:34 PM
I would like to provide some clarification regarding the application of Diana Tsypina to upgrade her IA title from Category D to B.

1. As you know, Vlad's refusal to follow Hal Bond's suggestions about this application was the immediate reason for Hal's resignation from the position of FIDE Representative.

2. A few days after I was elected as a replacement, I received an email from the Chairman of the FIDE Arbiter Commission. In this email, Mr. Freyd thoroughly explained why this commission must immediately reject Diana's application. He also criticized our President for intervening in FIDE responsibilities.

3. Actually, this wasn't surprising for me at all, as I trust Hal Bond's opinions; he is one of the top arbiters. However, Vlad continues to act in favour of this application. Vlad sent another letter to FIDE about this matter without even consulting with me, as the FIDE Representative. Taking these controversial steps behind my back is, in my opinion, inappropriate for the CFC President. I don't accept the explanation that he provided me, which stated that he didn't want me to be involved with this case because it began before I was elected.

4. I understand, and even appreciate, that Vlad continues to support his friends. He continues to support Vadim even after Vadim lost the election and his position in FIDE, at least temporarily. This is generally a very good quality in a person - Vlad is a good friend, but I am unsure if he is a good CFC President.

Vladimir Drkulec
04-14-2021, 01:40 PM
On 1/27/2021 11:32 PM, Vladimir Drkulec wrote:
We have one woman on a board that usually has seven members. That is 14% females. We are supposed to have 30% females. They want outside directors. Some things we will not be able to do. They want a paid CEO and CFO on staff.

From: Lyle Craver
Sent: January 28, 2021 1:59 AM
To: Vladimir Drkulec; Fred McKim ; Egis Zeromskis (kris-egis@kris-egis.com)
Cc: Chess (CFC Exe - Youth) - Tao, Christina; Chess (CFC Dir at Large)-Dutton, Mark
Subject: Re: increasing number of directors

Specifically on what grounds are we claimed to be non-compliant? The more specific the better please. LC


On 1/26/2021 10:40 AM, Vladimir Drkulec wrote:
I am still dubious but the problem is that if we are non-compliant with the COC guidelines they may purge us as a recognized NSO which might affect our access to things like Sports Tourism Canada which has led to all of these recent sponsorship opportunities. I do not want to go through the same kind of grilling that we went through before to get that recognition. I largely shielded everyone from that.

We are going to be non-compliant with much of what they want us to do. I think if we are compliant on the larger aims they may give us a pass on the rest.

Vlad

From: Fred McKim
Sent: January 26, 2021 12:49 PM
To: Egis Zeromskis; Vladimir Drkulec
Cc: Chess (CFC Exe - Youth) - Tao, Christina ; Chess (CFC Dir at Large)-Dutton, Mark; Chess (CFC Exe - Sec) - Craver, Lyle
Subject: Re: increasing number of directors

I agree. It would be an insult to simply add her as a Director without adding Aris, first. If we have to wait until a vote of the VM, so be it.
Just last summer you were against adding Directors, Vlad because it would make the board too unwieldly. I take it your view has changed.


From: Egis Zeromskis
Sent: January 26, 2021 1:46 PM
To: Vladimir Drkulec
Cc: Fred McKim ; Chess (CFC Exe - Youth) - Tao, Christina ; Chess (CFC Dir at Large)-Dutton, Mark : Chess (CFC Exe - Sec) - Carver, Lyle
Subject: Re: increasing number of directors

Can we resolve FIDE rep. first?

Do you have any other candidate for FIDE rep. that you're dragging
this process?

Regards,
Egis




Quoting Vladimir Drkulec :

> I would suggest that we appoint her now before she comes to her senses. :)
>
> I don't really know her well or even at all but this is the type of
> outside of the box director that the Canadian Olympic Committee
> suggested in the seminar, should form a large percentage of our
> directors. She is very smart. I guess law is where you find many
> smart women.
>
> Other women who might make good board members:
>
> Victoria Doknjas (not interested)
> Anna Burtasova
> Qiyu Zhou (though maybe too young)
> Yuanling Yuan (though not living in Canada at the moment)
> Agnieszka Matras-Clement
> Corina Wan
>
> I am sure there are others who do not come to mind immediately but
> you may know of. Lynn Stringer would be the type of person we would
> be looking for among past organizers.
>
> Vlad
> ________________________________
> From: Egis Zeromskis
> Sent: January 26, 2021 11:46 AM
> To: Fred McKim
> Cc: Vladimir Drkulec ; Chess (CFC Exe - Youth)
> - Tao, Christina ; Chess (CFC Dir at
> Large)-Dutton, Mark ; Chess (CFC Exe - Sec) -
> Carver, Lyle
> Subject: increasing number of directors
>
> (change the subject)
>
> Fred, sorry, but I don't recall that discussion. Any chance you can
> point something that I could find that?
>
>
> That's probably the simplest way (articles let do that), as probably
> crafting by-laws specifically for women's directors could be
> challenging.
>
>
> regards,
> Egis
>
>
>
>
>
> Quoting Fred McKim :
>
>> I have removed the Non-Directors.
>>
>> The easiest way to get Patricia involved would be to simply appoint
>> her as a Director. I remember discussing increasing the number of
>> Directors last summer, which nobody was happy with.
>>
>> To achieve 30% - we could simply appoint additional Directors after
>> the AGM to achieve a total of 3 women, which would work on a board
>> of 8, 9, or 10 (depending on how many were originally elected).
>>
>> ________________________________
>> From: Vladimir Drkulec
>> Sent: January 26, 2021 11:45 AM
>> To: Egis Zeromskis; Pierre
>> Dénommée
>> Cc: Lloyd Lombard; Chess (CFC Exe -
>> Youth) - Tao, Christina ; Chess (CFC Dir at
>> Large)-Dutton, Mark ; Chess (CFC Exe - Sec) -
>> Carver, Lyle ; Chess (CFC Exe - Trea) - McKim, Fred
>> Chess (BC) - LeBlanc, Paul
>> Chess (CFC) - Plotkin, Victor
>> ; Chess (CNS Sec) - Langen, Roger
>>
>> Subject: Re: Hal Bond CFC FIDE representative resignation email
>>
>> At one point you suggested that we add Aris to the board. I am open
>> to that. I have been talking to and texting and emailing Aris
>> throughout this situation and even before this situation blew up. I
>> consider Aris a good friend.
>>
>> The voting members are strongly leaning to the idea of electing the
>> FIDE representative. I believe that as much as possible we should
>> be democratic and let the voting members decide.
>>
>> You have pointed out some deficiencies in the wording of the
>> sections on officers in our bylaws. We should deal with that
>> promptly. You are the second person to point that out within a few
>> hours.
>>
>> I believe that we should add a woman to the board as well.
>>
>> There is a requirement of the IOC and by delegation to the Canadian
>> Olympic Committee that we should have at least 30% women on our
>> board. I attended a seminar by the COC on corporate governance a
>> few weeks ago which had many suggestions on how non-profits of
>> National Sports Organisations (NSOs) should be organized.
>>
>> I have had three media questions about chess in the regular Olympics
>> in the last six weeks or so. It seems that there is something going
>> on that I am not fully aware of.
>>
>> I have become aware of a prominent Montreal attorney named Patricia
>> Gamliel who is a volunteer at FIDE on the social committee and at a
>> number of other non-profits and who would be open to serving on the
>> CFC board. She is a lifelong chess player who started her career as
>> a teacher of chess (and perhaps other subjects) in the Quebec school
>> system and she comes from a family where there are at least four
>> generations of chess players. According to an internet search, she
>> has a strong interest in immigration and refugee issues and has
>> successfully sued the federal government though I suspect it was the
>> last government. She is very well connected in business and the
>> corporate world and has ideas related to how we might leverage
>> corporate memberships (which we used to have under the old bylaws at
>> one point) and also on Chess in the Schools. She is high energy and
>> could help us in many different ways. She checks off many of the
>> requirements for directors discussed by the Canadian Olympic Seminar
>> that I attended. The following bio provided by her is way too
>> modest. Do a google or duckduckgo search.
>>
>>
>> Patricia Gamliel, condensed bio:
>>
>> Mrs. Gamliel holds a certificate and a Bachelor degree in Education
>> (Quebec), a teaching permit (Quebec), a Bachelor in Law degree (LLB)
>> (Quebec) and is a member in good standing of the Quebec Bar
>> Corporation as well as a member in good standing of the Canadian Bar
>> Association (CBA). She is a recipient of the Centennial CBA pin.
>>
>> In her capacity as an attorney, Mrs. Gamliel is the current Chair of
>> the Women in Law Forum of the CBA (Quebec division) and a member of
>> the executive of the national section of the CBA Women in Law Forum.
>> She also presides over the Inquiry Committee of the Quebec Ministry
>> of Education and serves as Chair of the Board in not for profit
>> organizations in Montreal.
>>
>> Mrs. Gamliel is a partner at Dunton Rainville, LLP, one of the
>> largest Quebec law firms. She has 25 years of experience in
>> litigation both at the provincial and federal levels litigator.
>>
>> Finally, Patricia is playing chess since the age of 5 and is a proud
>> third generation of women chess players in her family, passing on
>> this tradition, now to a fifth generation.
>>
>>
>> Vlad
>>
>>
>> ________________________________
>> From: Egis Zeromskis
>> Sent: January 26, 2021 9:47 AM
>> To: Pierre Dénommée
>> Cc: Lloyd Lombard ; Vladimir Drkulec
>> ; Chess (CFC Exe - Youth) - Tao, Christina
>> ; Chess (CFC Dir at Large)-Dutton, Mark
>> ; Chess (CFC Exe - Sec) - Carver, Lyle
>> ; Chess (CFC Exe - Trea) - McKim, Fred
>> ; Chess (BC) - LeBlanc, Paul
>> ; Chess (CFC) - Plotkin, Victor
>> ; Chess (CNS Sec) - Langen, Roger
>>
>> Subject: Re: Hal Bond CFC FIDE representative resignation email
>>
>> Hi Pierre,
>>
>> Hal suggested the option of splitting. Personally I think that was
>> quite cumbersome to make. Please look what the FIDE Zonal President is
>> and its duties. To me they are like 1:1 analogs. I discussed the
>> matter with Hal, and he was not the person who would keep the chair
>> with all 20 fingers. Thus, the suggestion is off.
>>
>>
>> There are a lot of suggestions regarding Aris Marghetis being a person
>> to fill the position of the FIDE Representative.
>>
>>
>> To me this option is acceptable.
>>
>> Board of Directors have the power ("If the office of any officer of
>> the Corporation shall be or become vacant, the directors may, by
>> resolution, appoint a person to fill such vacancy.") to accomplished
>> that in at least 11 days (call a meeting, 10 days wait period,
>> approve a resolution (1 day)). The position in a discussion is an
>> Officer, with not clearly described as a requirement that the
>> candidate must be a director ("a member of the executive"). Then this
>> would NOT make a FIDE Representative a member of the board of directors.
>>
>> Hal Bond was elected as a director during the annual meeting by voting
>> members. His resignation ceased him being a director. (His wordings in
>> his letter were not very specific, making some confusion.) Thus, there
>> is vacancy in the board of directors.
>>
>>
>>
>> The CFC by-laws has nothing about this situation. NFP Act have several
>> paragraph regarding that.
>>
>> Most important:
>>
>> "Filling vacancy
>>
>> 132 (1) Subject to subsections (4) and (5), a quorum of directors
>> may fill a vacancy among the directors, except a vacancy resulting
>> from an increase in the number or the minimum or maximum number of
>> directors provided for in the articles or a failure to elect the
>> number or minimum number of directors provided for in the articles.
>>
>> ...
>>
>> "Director elected by class or group
>>
>> (4) If any class or group of members has an exclusive right to elect
>> one or more directors and a vacancy occurs among those directors,
>>
>> (a) subject to subsection (5), the remaining directors elected by
>> the class or group may fill the vacancy, except a vacancy resulting
>> from an increase in the number or the minimum or maximum number of
>> directors provided for in the articles for that class or group or from
>> a failure to elect the number or minimum number of directors provided
>> for in the articles for the class or group"
>>
>>
>>
>> Member filling vacancy
>>
>> (5) The by-laws may provide that a vacancy among the directors shall
>> be filled only by a vote of the members, or by a vote of the members
>> of any class or group having an exclusive right to elect one or more
>> directors if the vacancy occurs among the directors elected by that
>> class or group."
>>
>> (1) is clear. Question: Are (4) or (5) applicable to the CFC situation?
>>
>> I think (5) is not applicable as the CFC bylaws talks only about
>> filling officer positions but not "director".
>> Regarding (4) - Another question about an exclusive rights. The CFC
>> bylaws does not spell out "exlusive rights"
>>
>> "Proposals Nominating Directors at Annual Members' Meetings
>> Subject to the Regulations under the Act, any proposal may include
>> nominations for the election of directors if the proposal is signed by
>> not less than 1% of members entitled to vote at the meeting at which
>> the proposal is to be presented."

Egidijus Zeromskis
04-14-2021, 01:51 PM
On 1/27/2021 11:32 PM, Vladimir Drkulec wrote:
...

President, on what grounds have you started to release directors' communications publicly? The head of the organization shall be the example how to act. Shall I start picking cherries?

Vladimir Drkulec
04-14-2021, 01:55 PM
I would like to provide some clarification regarding the application of Diana Tsypina to upgrade her IA title from Category D to B.

1. As you know, Vlad's refusal to follow Hal Bond's suggestions about this application was the immediate reason for Hal's resignation from the position of FIDE Representative.

False.

The board as a whole voted to overrule Hal Bond's suggestions which he probably should have recused himself from based on conflicts of interest and animosity with the applicant's husband.




2. A few days after I was elected as a replacement, I received an email from the Chairman of the FIDE Arbiter Commission. In this email, Mr. Freyd thoroughly explained why this commission must immediately reject Diana's application. He also criticized our President for intervening in FIDE responsibilities.

3. Actually, this wasn't surprising for me at all, as I trust Hal Bond's opinions; he is one of the top arbiters. However, Vlad continues to act in favour of this application. Vlad sent another letter to FIDE about this matter without even consulting with me, as the FIDE Representative. Taking these controversial steps behind my back is, in my opinion, inappropriate for the CFC President. I don't accept the explanation that he provided me, which stated that he didn't want me to be involved with this case because it began before I was elected.

4. I understand, and even appreciate, that Vlad continues to support his friends. He continues to support Vadim even after Vadim lost the election and his position in FIDE, at least temporarily. This is generally a very good quality in a person - Vlad is a good friend, but I am unsure if he is a good CFC President.

Chairman Freyd asked me to withdraw the application. I declined to do so based on the previous decision of the CFC board. It was important for FIDE based on their rules to decide.

Richard Bérubé
04-14-2021, 02:06 PM
The present state of things with the FQE is a sorry state - but one that was created almost entirely by the FQE itself. Given the FQE's decision I do feel that primarily due to its proximity to Ontario that provincial affiliates who have stuck by the CFC through thick and thin have been almost entirely ignored by the CFC. (As a longtime executive member of the BC Chess Federation I can safely say there are those on the board who don't feel the CFC is properly representing provincial interests though with the pandemic much is deferred) Your point that the FQE wanted 3 VM positions and got them is valid - if the COC were to insist on more (for instance the full per capita quota) as a price of doing business with COC I would say "Quebec gets their full quota when they re-affiliate not before and that most organizations do not give ANY representation on their board of governors to unaffiliated organizations" and if push came to shove I would resign before voting any such thing.

I'd say the COC needs to review the history since their dis-affiliation - to paint the CFC as disinterested and mistreating the FQE is both ignorant and insulting.

In any case Noritsyn's issue comes down to "did the president fail in his duty either first in calling the February special meeting in the first place, second in adding additional items to the agenda totally unrelated to the FIDE position and third in his handling of the chair challenge" and if so are failures in this area cause for removal from office.

In my opinion none of the discussion of the FQE and other issues is relevant to the issue here - it's a question of whether governance became mis-governance and if so what should be the result. Nothing more, nothing less.

Hi Lyle,

My reeding of the period 1979-83 when the FQE was desaffiliated by the CFC is quite different, but let the past be the past. It’ more important to look forward. The Motion to be voted is according to me irrelevant and a lost of time since elections are coming soon. It’s more important to prepare the AGM properly.

Victor Itkin
04-14-2021, 02:08 PM
False.

The board as a whole voted to overrule Hal Bond's suggestions ...

Why even put this issue in front of the Board if the application was filed 4 years early?

Vladimir Drkulec
04-14-2021, 02:16 PM
Why even put this issue in front of the Board if the application was filed 4 years early?

It was appealed to the board. There were considerations including mandates from the Canadian Olympic Committee for more women in positions of authority including arbiters/referrees. There was a strong plurality on the board for allowing this application to proceed though there has been some wavering after the fact but still not enough to change a strong plurality in favour of pushing it forward.

Egidijus Zeromskis
04-14-2021, 02:18 PM
Why even put this issue in front of the Board if the application was filed 4 years early?

Those were two different applications by two different persons.

Victor Itkin
04-14-2021, 02:19 PM
Chairman Freyd asked me to withdraw the application. I declined to do so based on the previous decision of the CFC board.

So, the President obeys the CFC Board's decisions when he likes them, and ignores Board's decisions when he doesn't.

Given these rules, why does the CFC need a Board of Directors at all?

Victor Itkin
04-14-2021, 02:21 PM
Those were two different applications by two different persons.

I understand that. Each of these 2 applications was filed 4 years early.

Vladimir Drkulec
04-14-2021, 02:23 PM
President, on what grounds have you started to release directors' communications publicly? The head of the organization shall be the example how to act. Shall I start picking cherries?

When members of the board start commenting on board matters they are the ones that have pierced board confidentiality. Releasing the actual emails shows the truth of what happened rather letting people fill the spaces with conjecture. Lots of legal cases to support my interpretation. At this point I am free to release anything as pertains to Hal Bond and this situation without ethical concerns. You can't pretend that I did not proceed with board knowledge and demand I meekly accept my fate while people continue to spin what actually happened.

Egidijus Zeromskis
04-14-2021, 02:23 PM
I understand that. Each of these 2 applications was filed 4 years early.

Nope. One was many years ago, other only in December. Clearer?

Vladimir Drkulec
04-14-2021, 02:36 PM
When members of the board start commenting on board matters they are the ones that have pierced board confidentiality. Releasing the actual emails shows the truth of what happened rather letting people fill the spaces with conjecture. Lots of legal cases to support my interpretation. At this point I am free to release anything as pertains to Hal Bond and this situation without ethical concerns. You can't pretend that I did not proceed with board knowledge and demand I meekly accept my fate while people continue to spin what actually happened.

There were hundreds of emails sent and received between board members.

Egidijus Zeromskis
04-14-2021, 02:46 PM
When members of the board start commenting on board matters they are the ones that have pierced board confidentiality. Releasing the actual emails shows the truth of what happened rather letting people fill the spaces with conjecture. Lots of legal cases to support my interpretation. At this point I am free to release anything as pertains to Hal Bond and this situation without ethical concerns. You can't pretend that I did not proceed with board knowledge and demand I meekly accept my fate while people continue to spin what actually happened.

You're the chair who keeps this house on a fire.

But, one point -- there was no vote on the Diana Tsypina's application what so ever. The discussion was still going on when Hal Bond resigned and even afterwords. You were shooting down requests for outside evaluation of the application. You've submitted the application without putting the question to directors to vote on. And now you're writing that the board voted. Nope, it did not.

Directors' opinions on the matter not equals their votes on the resolution. The properly passed resolution binds all directors unless the dissent is submitted by the director voting against.

Victor Plotkin
04-14-2021, 02:55 PM
One manipulation... one misleading information... another manipulation. Enough is enough.

Jeremy Clark
04-14-2021, 03:02 PM
One manipulation... one misleading information... another manipulation. Enough is enough.

Indeed. Another example of requiring the rules be followed in every detail when that achieves a desired outcome, and ignoring them (and then putting out misleading statements in defense) when they don't suit.

Victor Itkin
04-14-2021, 03:07 PM
You're the chair who keeps this house on a fire.

But, one point -- there was no vote on the Diana Tsypina's application what so ever. The discussion was still going on when Hal Bond resigned and even afterwords. You were shooting down requests for outside evaluation of the application. You've submitted the application without putting the question to directors to vote on. And now you're writing that the board voted. Nope, it did not.

Directors' opinions on the matter not equals their votes on the resolution. The properly passed resolution binds all directors unless the dissent is submitted by the director voting against.

Finally, the Directors got involved in the discussion. Thank you.

Better late than never.

Nikolay Noritsyn
04-14-2021, 03:21 PM
Hi Lyle,

My reeding of the period 1979-83 when the FQE was desaffiliated by the CFC is quite different, but let the past be the past. It’ more important to look forward. The Motion to be voted is according to me irrelevant and a lost of time since elections are coming soon. It’s more important to prepare the AGM properly.

My motion was submitted on March 2nd, and the Special Meeting could have happened already, many months before the AGM, however, to quote Fred McKim:

"It was the choice of the Executive not to help the members, by discussing the deficiencies with them. While I don't support the removal of the President, at the time of our meeting I was disappointed with how we handled this, as it simply seemed to be throwing up roadblocks/technicalities to fully resolving this and begin a healing process."

The issue of electing a new FIDE Representative was deemed to be an urgent, important issue. As well, we have elected Patricia Gamliel and enlarged the executive by one person, instead of waiting for the AGM. Surely, you would agree that the issue of the President's behaviour and troubles with following the law are just as, if not more important, to deal with urgently without waiting for the AGM (and not at all irrelevant).

Vladimir Drkulec
04-14-2021, 03:26 PM
The final count is either 5 to 1 or 4 to 1 with one abstention. Consensus achieved

Emails lower down are earlier in the thread.

Lyle Craver

Fri 2021-01-22 11:35 AM


To: CFC Board; CFC office

I certainly do not object to literary references and do get most of them.

If the caveat was up front then all right. I'll let this slide but I say again to me this whole affair seems to be 'gaming the system' and I am quite uncomfortable when this sort of thing happens.

So I gather the consensus is that we let this one go and let FIDE deal with it. With regret I tend to agree.

I can see there are multiple agendas going on here particularly above the CFC level though I don't pretend to fully understand the ins and outs of this. Haven't decided whether to hold my nose and vote for this or abstain (am leaning to the latter)


All my best, LC


On 1/22/2021 12:23 AM, Vladimir Drkulec wrote:

The caveat was right at the beginning in the title of the application. It was there from the very beginning in both versions of the application that were sent to me at the same time they were sent to Hal.

Hal is not an idiot but he is not acting in a fully rational way. Anger is very taxing on the individual feeling that anger. There are layers of agendas being served here.

People on the FIDE arbiters commission wanted Canada to expose itself to possibly dire consequences to spare them the embarrassment of denying this petition. ( Lets you and them fight.) Any decent lawyer would rip us to shreds because of the animus exhibited in certain emails. We do not have a problem in Canada.

There is no reason that we should create a problem of many different levels in Canada when there is no need. This will be decided on the merits by people higher up the ladder.

In investigating the backstory, I am somewhat annoyed at the perception of Canada as a troublemaker who is always splashing around in the FIDE pool. Their feeling is that the Anton Kovalyov situation was all our fault. My feeling is that they owe us a future 2700 player to make up for the one we lost in Anton. Mind you this occurred under the last FIDE administration but most of the same people are in place on the arbiter commission side. The current administration did try to fix it.

I will take the hit for this if there is a hit for it.

There is always the opportunity for self-destruction. See the fictional outcome for Javert in Les Miserables and Captain Ahab in Moby Dick.

There is no way anyone could have seen the sudden turn over a cliff in this situation. Hal is not destroyed. He is not going to disappear from the chess scene. He simply decided that he did not want to deal with our decision not to rubber stamp his previous decision. He greatly over-reacted in the exchange with Mark.

XXXXXXX is not an all seeing Moriarity. I'm really piling on with the literary villains and anti-heroes but in fiction is truth that real life often obscures.

Vlad



From: Lyle Craver
Sent: January 22, 2021 1:30 AM
To: CFC Board of directors and CFC Office
Subject: Re: Arbiter category update application

The single reason I am not at this time ADAMANTLY opposed to this is the part about not taking effect till her 5th IA anniversary.
The whole thing seems too sketchy by half and I'm uncomfortable with it.
In particular (and yes I'm shouting here) WHEN WAS THE CAVEAT MADE?
Because I don't think Hal is an idiot and it would be idiotic to have resigned had that clause been IN THE OPEN FROM THE BEGINNING!
What I think is a far more credible explanation is that a certain member of the applicant's household saw this as an opportunity to destroy Hal and slipped that clause in AFTER Hal resigned due to his perceived lack of support from the board. Maybe I'm being paranoid here but given past dealings between them to me that's a _very_ credible explanation. So PLEASE Mr President - when was that specific clause inserted - when did YOU first become aware of this. To me this is critical information as a highly respected member of the chess community has taken a very strong action based on the application and whatever else I am a happy camper I am NOT.
I trust I make myself sufficiently clear to all of you.

At this point I am extremely angry with how this matter has been pursued. LC

On 1/21/2021 2:40 PM, Christina Tao wrote:

I agree we should put this application forward.

Thanks
Christina


On Thu, 21 Jan 2021 at 17:33, Fred McKim wrote:

I am willing to let it go forward.


From: Vladimir Drkulec
Sent: January 21, 2021 5:53 PM
To: CFC Board of Directors and CFC Office
Subject: Re: Arbiter category update application

It should be noted that she is not asking to jump the queue as the application is pending on serving the requisite time so it would not take effect until she had served five years. Apparently, FIDE is doing this in lots of situations like with the arbiters under the age of 21 as they changed the age requirement from 18 to 21 with some young arbiters having already achieved norms. There would be a decision saying that the upgrade would be awarded upon having served the requisite five years time as an IA without going inactive.


Someone on the arbiters commission would like this squelched according to XXXX but apparently the arbiters commission are not the ones that decide whether this application succeeds or not. They only recommend one way or another. The decision is made at a higher pay grade.

Mark's observation that we should not be the gatekeeper that prevents Canadians from proceeding with upgrading their credentials coincides with my belief. If we ever want to host a larger tournament or world event, like an olympiad, it would be a good idea to have more higher category arbiters.

On a separate note, I really need to register some level of opposition to the proposed new arbiter guidelines which could remove every one of our arbiters off the table for inactivity by the end of this year if Covid drags out. Tomorrow is the deadline for submissions.

Right now it seems to me that sentiment is 3 (Mark, Fred and myself) to 2 (Lyle and Egis) to move this application forward. I may be misreading the room a bit as at first I thought Lyle might be trending to approve it. Am I correct in my assessment.



From: Fred McKim
Sent: January 19, 2021 7:29 PM
To: CFC board of directors
Subject: Re: Arbiter category update application

Thanks for the detailed rationale Vlad. While I think we all know that Hal won't be happy with this, it would seem that our best move is to let it go forward and see how things play out.


From: Vladimir Drkulec
Sent: January 19, 2021 7:27 PM
To: CFC Board of Directors
Subject: Re: Arbiter category update application

There is no implication that Hal has done anything incorrectly or that he has even come to the wrong conclusion.

The only thing we are doing is avoiding unnecessary litigation and political embarrassment with the COC and the media.

It is XXXXXX making this application.

Aris is a very good friend of mine who I very much respect as an arbiter and was head arbiter in all of the large tournaments which I have been involved in organizing and probably all large tournaments which I will organize in the future but this is not really something where he can shed additional light on the situation unless you are trying to support a pre-determined outcome.

Aris really doesn't want to get involved in this.

The problem with both Hal and Aris is that in the event this application is passed on and is successful this results in more competition for arbiting gigs.

There is at least the appearance of a conflict of interest. If this should wind up in a court, that would probably play a role.

If we involve Aris at this point then we recuse him from the NAC if this is somehow moved to that body.

According to XXXX's email she argues that it is not our job to act as the gatekeeper for such requests but rather to move them forward. If we move this forward, the AC says no and this leads to litigation then the litigation will take place in a Swiss court and won't involve the CFC because we pushed it forward as much as we could. The rule is poorly written, and I recently read an article about lawsuits that went on for many years for want of a comma. There is even a story told by XXXXXXXXX about why he stopped being a lawyer because of a comma. XXXXXX's interpretation is at the very least plausible. If you want, you can blame it on me for any loss of face at the FIDE Arbiter Commission.



Vlad

From: Egis Zeromskis
Sent: January 19, 2021 2:01 PM
To:Board of Directors
Subject: Re: Arbiter category update application

Yes, we can ask Aris opinion too.

Egidijus Zeromskis
04-14-2021, 04:03 PM
The final count is either 5 to 1 or 4 to 1 with one abstention. Consensus achieved

The "consensus" can not be used in the CFC decisions as it is not in its ByLaws.

Act:
"Meaning of consensus, etc.

(2) By-laws that provide for consensus decision-making shall define the meaning of consensus, provide for how to determine when consensus cannot be reached and establish the manner of referring any matter on which consensus cannot be reached to a vote."[/I]


Instead the CFC has this

"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."

It might look like a formality to finish the discussion with the vote but it is an important one.

Vladimir Drkulec
04-14-2021, 04:48 PM
The "consensus" can not be used in the CFC decisions as it is not in its ByLaws.

Act:
"Meaning of consensus, etc.

(2) By-laws that provide for consensus decision-making shall define the meaning of consensus, provide for how to determine when consensus cannot be reached and establish the manner of referring any matter on which consensus cannot be reached to a vote."[/I]


Instead the CFC has this

"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."

It might look like a formality to finish the discussion with the vote but it is an important one.

Regardless, this is the method that we have used for every decision for some time. Any reasonable person would be of the opinion that the vote was either 5 to 1 or possibly 4 to 1 with one abstention. You can slice and dice any which way you want it was quite reasonable of me to assume that it was the will of the executive that I proceed as I did. I await your next serve which I will similarly bat right back across the net at you.

Egidijus Zeromskis
04-14-2021, 05:33 PM
Regardless, this is the method that we have used for every decision for some time. Any reasonable person would be of the opinion that the vote was either 5 to 1 or possibly 4 to 1 with one abstention. You can slice and dice any which way you want it was quite reasonable of me to assume that it was the will of the executive that I proceed as I did.

You can tell that it was supported but you shall not tell that it was voted on.

I hope the practice will be eliminated and we all follow the bylaws.

Nikolay Noritsyn
04-14-2021, 05:46 PM
Regardless, this is the method that we have used for every decision for some time. Any reasonable person would be of the opinion that the vote was either 5 to 1 or possibly 4 to 1 with one abstention. You can slice and dice any which way you want it was quite reasonable of me to assume that it was the will of the executive that I proceed as I did. I await your next serve which I will similarly bat right back across the net at you.

You are a very difficult person to converse. Egis raised a relatively minor point:

"Directors' opinions on the matter not equals their votes on the resolution. The properly passed resolution binds all directors unless the dissent is submitted by the director voting against."

You choose to engage, (while ignoring other, larger points made by Victor Itkin and Jeremy Clark above) you post pages upon pages of private emails, which may or not be interesting to outsiders but are largely irrelevant to Egis' point.

After all that, of course, the objection still stands. I guess the hope is maybe it gets forgotten with all the information being thrown out? Evade, ignore, distract.

Vladimir Drkulec
04-14-2021, 06:09 PM
You are a very difficult person to converse. Egis raised a relatively minor point:

"Directors' opinions on the matter not equals their votes on the resolution. The properly passed resolution binds all directors unless the dissent is submitted by the director voting against."

You choose to engage, (while ignoring other, larger points made by Victor Itkin and Jeremy Clark above) you post pages upon pages of private emails, which may or not be interesting to outsiders but are largely irrelevant to Egis' point.

After all that, of course, the objection still stands. I guess the hope is maybe it gets forgotten with all the information being thrown out? Evade, ignore, distract.

Yes, I am a difficult person because I can show when someone is prevaricating because I have all the information about what we did and why we did it at my fingertips. If I was not a difficult person you guys would eat me for breakfast.

Vladimir Drkulec
04-14-2021, 06:33 PM
You can tell that it was supported but you shall not tell that it was voted on.

I hope the practice will be eliminated and we all follow the bylaws.

It was voted upon as can be seen in that thread and as we have done with every other question in the last 7.5 years.

Fred McKim
04-14-2021, 06:42 PM
Can someone explain the motion to me ?

If I understand this correctly we are being asked whether a Special Meeting should be called if the Noritsyn call for a meeting can be legally presented ? Am I missing something here, because if they are able to legally call a meeting why would we vote NO to having it ? Voting Yes only implies that they have met the legal requirement, not how you would vote at the meeting - or am I way off here ??

OK. Here is my present understanding of the vote -- which is kind of like a straw poll

Vote NO
a) if you have already decided that the President should remain in office
or
b) if you don't know how you'd vote in the special meeting, but are tired of this and are just happy for it to go away

Vote YES
a) if you have already decided that the President should be removed from office
or
b) if you don't know how you'd vote at the moment, and want to see how the special meeting goes before deciding.

I'm still not particularly happy with the wording of this motion ..........

Comments ?

Nikolay Noritsyn
04-14-2021, 06:45 PM
"Right now it seems to me that sentiment is 3 (Mark, Fred and myself) to 2 (Lyle and Egis) to move this application forward. I may be misreading the room a bit as at first I thought Lyle might be trending to approve it. Am I correct in my assessment."

According to the President, "sentiment" and "may be misreading the room a bit" counts as a properly executed "vote" (not opinion).

By the way, points made earlier today and yesterday by Victor Itkin and Jeremy Clark are still ignored - or prevaricated, if you prefer.

Nikolay Noritsyn
04-14-2021, 06:56 PM
OK. Here is my present understanding of the vote -- which is kind of like a straw poll

Vote NO
a) if you have already decided that the President should remain in office
or
b) if you don't know how you'd vote in the special meeting, but are tired of this and are just happy for it to go away

Vote YES
a) if you have already decided that the President should be removed from office
or
b) if you don't know how you'd vote at the moment, and want to see how the special meeting goes before deciding.

I'm still not happy at all with the wording of this motion .......... Comments ?

This particular motion was out over a month ago. As soon as the President posted it, our criticism was made public.

"4. We believe that Vlad’s Motion to vote at the Spring Quarterly Meeting is not legal. As noted above, this issue (whether or not to convene a Special Meeting) cannot be the subject of a vote – the law does not provide such an opportunity. This is a gross procedural violation, and much more serious than was committed at the February meeting (which is what was one of the reasons for our call to remove President from office). We respectfully urge Vlad to remove his Motion from the agenda of the Spring Quarterly Meeting. This topic may be discussed there within Section 5A but shouldn’t be put to a vote in the Section 5B. We would recommend Vlad to obtain independent legal advice on this subject, and not from the CFC lawyer, who may have a conflict of interest in this situation. If Vlad’s Motion is put to a vote at the Spring Quarterly Meeting, the voting results will be void ab initio, and they will not be legally binding. Members of our group will consider such a vote as an abuse of office (malpractice) and as a deliberate infliction of damage to the CFC with all the ensuing consequences."

I think its a little late to discuss the absurdity of the wording of this motion.

Vote NO

- if you think the issues raised in this thread are insignificant and there is not enough reason to consider removing the President from office

Vote YES

- if you think the issues raised in this thread are significant and give enough reason to consider removing the President from office.

Jeremy Clark
04-14-2021, 07:00 PM
OK. Here is my present understanding of the vote -- which is kind of like a straw poll

Vote NO
a) if you have already decided that the President should remain in office
or
b) if you don't know how you'd vote in the special meeting, but are tired of this and are just happy for it to go away

Vote YES
a) if you have already decided that the President should be removed from office
or
b) if you don't know how you'd vote at the moment, and want to see how the special meeting goes before deciding.

I'm still not particularly happy with the wording of this motion ..........

Comments ?

You're not alone in your initial confusion. We discussed this as well. My own conclusion is that it's an attempt to make an end-run around the established process to call a special meeting. A vote of all VMs was never required to call the special meeting. However, the request was met with tactics to stall the matter (followed by claims that we're now close enough to the AGM for it not to matter - fancy that!), pejorative language in the email establishing the agenda ("Should Noritsyn manage" - the 'manage' is clearly meant to derisively), and general bad behaviour. This agenda item was not something we advocated for, but felt forced by Vlad's insistence on interpreting things as his own needs dictate.

Victor Plotkin
04-14-2021, 07:03 PM
Before we start playing the game, we should know the rules.

1. When exactly the voting starts?
2. When exactly the voting finishes?
3. Is it a public or a secret ballot?

Victor Itkin
04-14-2021, 07:09 PM
OK. Here is my present understanding of the vote -- which is kind of like a straw poll

Vote NO
a) if you have already decided that the President should remain in office
or
b) if you don't know how you'd vote in the special meeting, but are tired of this and are just happy for it to go away

Vote YES
a) if you have already decided that the President should be removed from office
or
b) if you don't know how you'd vote at the moment, and want to see how the special meeting goes before deciding.

I'm still not particularly happy with the wording of this motion ..........

Comments ?

Fred,

I like Nikolay's version better. But if take your version as the base, I would modify it as follows:

Vote NO
if you have already decided that the President should remain in office

Vote YES
a) if you have already decided that the President should be removed from office
or
b) if you don't know how you'd vote at the moment, and want to see how the special meeting goes before deciding

ABSTAIN
if you don't know how you'd vote in the special meeting, but are tired and don't want to participate in further voting on this

Victor Itkin
04-14-2021, 07:18 PM
You're not alone in your initial confusion. We discussed this as well. My own conclusion is that it's an attempt to make an end-run around the established process to call a special meeting. A vote of all VMs was never required to call the special meeting. However, the request was met with tactics to stall the matter (followed by claims that we're now close enough to the AGM for it not to matter - fancy that!), pejorative language in the email establishing the agenda ("Should Noritsyn manage" - the 'manage' is clearly meant to derisively), and general bad behaviour. This agenda item was not something we advocated for, but felt forced by Vlad's insistence on interpreting things as his own needs dictate.

Jeremy,

You are correct in your general assessment of this vote. However, we have agreed in the beginning of this thread to play by Vlad's rules and to give him a head start (he needs to win only this one Motion to stay in office, but we need to win twice in a row to remove him).

So, let's focus on the Motion's wording now.

Nikolay Noritsyn
04-14-2021, 07:19 PM
You're not alone in your initial confusion. We discussed this as well. My own conclusion is that it's an attempt to make an end-run around the established process to call a special meeting. A vote of all VMs was never required to call the special meeting. However, the request was met with tactics to stall the matter (followed by claims that we're now close enough to the AGM for it not to matter - fancy that!), pejorative language in the email establishing the agenda ("Should Noritsyn manage" - the 'manage' is clearly meant to derisively), and general bad behaviour. This agenda item was not something we advocated for, but felt forced by Vlad's insistence on interpreting things as his own needs dictate.

"Should Noritsyn manage to present a legal motion"
Long ago, I learned to smile at these mini insults, and to hope that readers will be able to see who is who for themselves.

Did voting member Drkulec manage to present a legal motion to kickstart the February Special Meeting though?

Aris Marghetis
04-14-2021, 07:26 PM
I'll try to explain our position one more time.

There is no question that we have the right to call for a Special Meeting. We can go to a lawyer and meet the legal requirement. If there will be no vote on Motion 1 taken at this meeting, this will be exactly our next step.

But, of course, we are not sure, will the majority support Vlad's removal or not. That's why, to save everybody's time and efforts, we suggest to vote on Motion 1 at this meeting. We are already here, discussion is coming to its end, and it is easy to put this Motion for vote and see the results.

If the majority will vote in favour of Vlad, we will respect (unlike Vlad did several times) the majority decision and we will not exercise our right to call for a Special Meeting.

I hope, our position should be more clear now.

I would like to point out that some people will not base their vote solely on whether they think Vlad should be removed. Some people will consider the continuing damage of letting this situation fester, and vote for having a meeting to just resolve things. I respectfully submit it never seems to help to extend lack of clarity.

ADDED: I see that Victor Itkin has addressed this more in his recent reply to Fred.

Vladimir Drkulec
04-14-2021, 07:57 PM
This is a removal attempt based in pure mischief and without a plan based simply on generalized anger. They can't articulate any complaint that can't easily be refuted by a simple examination of the facts surrounding whatever allegation of the day that they have settled on. I can live with the fact that they don't like me. They aren't the first. They won't be the last.

I am willing to continue to do my best for the CFC and I think my best is pretty good. If you really think that you would rather go in another direction, that is also fine. I will take some time off and work on other things. I will probably find other chess related organizations to expend my energies on. Three or four that come to mind are FIDE, the CMA and the Michigan Chess Association and maybe even the USCF. I will wish the CFC well and pass on everything that is currently on my plate to Fred McKim though he probably doesn't have the time to follow up on all of it. I will continue to be a voting member.

Vladimir Drkulec
04-14-2021, 08:07 PM
Before we start playing the game, we should know the rules.

1. When exactly the voting starts?
2. When exactly the voting finishes?
3. Is it a public or a secret ballot?

It should be a public ballot or there should be an audit of the results. The other side tried to cheat on the point of order vote last time packing the vote with at least one ineligible voter.

Vladimir Drkulec
04-14-2021, 08:10 PM
Jeremy,

You are correct in your general assessment of this vote. However, we have agreed in the beginning of this thread to play by Vlad's rules and to give him a head start (he needs to win only this one Motion to stay in office, but we need to win twice in a row to remove him).

So, let's focus on the Motion's wording now.

You would also have to present a valid motion.

Victor Itkin
04-14-2021, 08:13 PM
This is a removal attempt based in pure mischief and without a plan based simply on generalized anger. ... I can live with the fact that they don't like me. They aren't the first. They won't be the last.

I can't speak for all our group. But my own only intention is to have the CFC President who will obey the law, respect the majority rule, and keep the CFC independent.

I don't have any personal issues with Vlad. I was voting for him at all AGMs including the last one. I supported him until he changed his management style.

I also would like to assure the Voting Members that I don't have any personal interest in Vlad's removal. I will not run for CFC President or for any other Director's position in future.

Egidijus Zeromskis
04-14-2021, 08:47 PM
Before we start playing the game, we should know the rules.

3. Is it a public or a secret ballot?

Public unless the ballot is requested by a member.

Comes from the Act:
Voting

165 (1) Subject to section 171 and the by-laws, voting at a meeting of members shall be by show of hands, except if a ballot is demanded by a member entitled to vote at the meeting.

Ballot

(2) A member may demand a ballot either before or after any vote by show of hands.



Robert's rules suggest that a motion could be moved to have a "secret" vote - ballot - by a whole assembly. Requires the seconder. Non debatable, only amendable.

Victor Itkin
04-14-2021, 08:48 PM
You would also have to present a valid motion.

For the sake of fairness, I would leave this to Fred, if he doesn't mind.

And one of our group will second.

Fred McKim
04-14-2021, 08:56 PM
For the sake of fairness, I would leave this to Fred, if he doesn't mind.

And one of our group will second.

Voting on the Motion has already began, so I'm not going to suggest any change. My interpretation is that it is a Straw Ballot, which will be used by the various parties to determine further directions. Victor, Nikolay and myself have all given similar but slightly different interpretations.

Vladimir Drkulec
04-14-2021, 08:58 PM
Public unless the ballot is requested by a member.

Comes from the Act:
Voting

165 (1) Subject to section 171 and the by-laws, voting at a meeting of members shall be by show of hands, except if a ballot is demanded by a member entitled to vote at the meeting.

Ballot

(2) A member may demand a ballot either before or after any vote by show of hands.



Robert's rules suggest that a motion could be moved to have a "secret" vote - ballot - by a whole assembly. Requires the seconder. Non debatable, only amendable.

Too late. Its a secret ballot apparently that does not match the question in the motion.

Egidijus Zeromskis
04-14-2021, 08:59 PM
As I see the voting thread was added with the text:


Special Note: Since the special meeting if called is primarily of a personnel matter as per CFC rules "who voted how" will not be published for this motion

Richard Bérubé
04-14-2021, 09:06 PM
It’s sad that the preeminent concern in this quaterly meeting goes to a topic who is basically a conflict in the interpretation of by-Laws. This thread has already attained 125 posts, ... and counting. All the other threads altogether counts for 88.

Vladimir Drkulec
04-17-2021, 11:18 PM
I would like to thank the voting members for their decision which means that we can concentrate on advancing the agenda of the CFC and not have to waste time on poorly constructed removal attempts. I would also like to thank everyone for their kind words of support in email, phone and Skype or Zoom conversations. I am willing to serve the CFC as long as the voting members want me to serve.

I know some don't like my tone but if I didn't take that type of tone then there are those who would attempt to bully me and the CFC which just does not work with me. I don't like bullies. My approach is based on what I have learned over the course of my studies when I earned degrees in psychology, commerce and my MBA. I know that some people want me to be the nicer version of myself and I can be with most reasonable people. If I had been that nice guy there is a good chance that I would have lost this vote. If you don't fight back against false allegations some people take that as a tacit admission of guilt. I may be guilty of many things but certainly not of any of the things that were suggested in this meeting or on the forums or on Chesstalk in the run-up to this meeting. I am willing to let things go at least until the AGM when we will have to make decisions about what kind of a CFC we want. One CFC is one where we can convict people without a trial in a Star Chamber proceeding. If that is the vision, I would give very poor odds on the long-term prospects of the CFC. There are a large group of smart people in the CFC. We do need to start using those smarts for constructive purposes. Lets avoid constructing false narratives which can easily be refuted by the posting of an email thread. Frankly it is a bit embarrassing.

Those who made defamatory statements should edit and remove them. If we get a cease and desist letter we will have to remove them. One of the voting members was marvelling that people could be so foolish and reckless in a zoom conversation this afternoon. This is not 2001 or 2002. Defamation law is more defined. The wild west is gone. Be smart about it. Don't get yourself into an avoidable situation that you will regret.