PDA

View Full Version : 11.F Increasing the size of the board to nine



Vladimir Drkulec
08-23-2021, 04:54 PM
This is a discussion of increasing the size of the board to nine at the request of Michael Barron. He proposes to add the women's coordinator to the board.

I would certainly be open to this idea if we are talking about the right candidate, someone who is willing to work constructively to advance chess in Canada.

Vladimir Drkulec
08-25-2021, 01:20 AM
A larger board means somewhat slower decisions. We will probably have to time limit votes by email when necessary. Any board members who do not respond would be considered abstentions.

Christopher Mallon
08-25-2021, 01:43 AM
I personally would prefer to see the board back at 7, but I strongly believe it should be an odd number so I would support this over the status quo.

Aris Marghetis
08-25-2021, 10:14 AM
I find the points that are being made to all have some merit. I also cringe at the idea of too big an Executive, and an even number, but I think I prefer (not 100% sure) that the Women's Coordinator be included. I would also like to offer for your consideration that it works better to have more specific roles on the Executive. In other words (this is in NO WAY a slight on the current Directors-at-Large), I propose that we tighten the Executive into mostly core function roles, for example:

7 = President, Vice-President, Secretary, Treasurer, FIDE Representative, Youth Coordinator, Women's Coordinator.

I believe that this should be planned a year out, so that the Directors at Large can be repositioned as applicable.

Vladimir Drkulec
08-25-2021, 10:52 AM
For some functions having an assigned role is important but there is a lot of work and opportunities that fall outside of the assigned functions. We have no one that would have the assignment of Chess for Life (working on troubled youth) or Chess for Freedom (working with prisons). Patricia Gamliel has stepped forward to work on this because she has the ability, expertise and contacts to move these things forward.

If we add the women's coordinator, I would hope that she or he would be a fully engaged member of the board relied upon to be the first resource for issues dealing with women's chess but also other issues. Opportunities are falling by the wayside because the people that are on the board have only so much free time. The dictates of Pareto's principle that 80% of the results come from 20% of the effort should be kept in mind at all times. The problem is that it is not always obvious which efforts will bear fruit.

Victor Itkin
08-25-2021, 12:00 PM
This is a discussion of increasing the size of the board to nine at the request of Michael Barron. He proposes to add the women's coordinator to the board.

I would certainly be open to this idea if we are talking about the right candidate, someone who is willing to work constructively to advance chess in Canada.

Why voting (a sticky poll) is not yet opened on this matter? This motion was properly brought by Michael Barron long time ago, and it is included in the AGM's agenda. Please, obey the procedure and open another sticky poll. Agenda of the AGM shouldn't be modified based on the President's opinion "are we talking about right candidate" or not.

Patricia Gamliel
08-25-2021, 07:34 PM
For having served and for still serving on a number of boards and committees (some I chair), I can confirm that the numbers and positions are irrelevant as long as the job is done. If we continue to use ZOOM, which licence the CFC recently acquired, meetings should be easy. There is plenty that can be done for Chess but it requires volunteers.
That, also brings me to comment on some of the posts I have seen in the past few days. If you have an interest in advancing chess, please step forward: I can assure you that the board will welcome your participation.

Pierre Dénommée
08-25-2021, 10:53 PM
For having served and for still serving on a number of boards and committees (some I chair), I can confirm that the numbers and positions are irrelevant as long as the job is done.

On the contrary, I find the number to be very relevant. A board with only three directors is subject to hostile takeover bu a group of two friends who can disregard the work of the third director or even decide everything between themselves before the board meeting begins. Too many directors runs the risk of the failure to elect the minimum number of directors which is catastrophic for the organization.

More realistically, the mains problem of a too large board of directors is "deadwood". This can be eliminated with good Article of Incorporation and bylaws. Each Governor at Large should be assigned in writing responsibility such as chairman of a committee, get Federal funding, responsible of Chess in Prison... This would make possible to evaluate the Governor at Large and eventually remove him if none of his task has been done.

Furthermore, any project that has a supporter on the board of directors will usually advance much faster then a project without any support at the top.

Many information are labelled "Confidential" and cannot be shared with volunteers who are not on the board. A volunteer may not be able to help because the board cannot tell him all the truth.

Last, a board member will feel more implication then a mere volunteer.

David Gordon
08-25-2021, 11:49 PM
odd is better then even

Patricia Gamliel
08-26-2021, 08:00 AM
On the contrary, I find the number to be very relevant. A board with only three directors is subject to hostile takeover bu a group of two friends who can disregard the work of the third director or even decide everything between themselves before the board meeting begins. Too many directors runs the risk of the failure to elect the minimum number of directors which is catastrophic for the organization.

More realistically, the mains problem of a too large board of directors is "deadwood". This can be eliminated with good Article of Incorporation and bylaws. Each Governor at Large should be assigned in writing responsibility such as chairman of a committee, get Federal funding, responsible of Chess in Prison... This would make possible to evaluate the Governor at Large and eventually remove him if none of his task has been done.

Furthermore, any project that has a supporter on the board of directors will usually advance much faster then a project without any support at the top.

Many information are labelled "Confidential" and cannot be shared with volunteers who are not on the board. A volunteer may not be able to help because the board cannot tell him all the truth.

Last, a board member will feel more implication then a mere volunteer.

What you are saying is not contradicting what I wrote. You are giving examples and they are valid. It remains that any number of board members would only make a difference if people are not doing their job. This board had 8 members and at no time was there a 4/4 vote. At no time was there an issue about who does what. Sitting in meetings (ZOOM), by phone and email, I have discovered some incredibly dedicated people who were on the phone past 10:00 pm discussing steps to advance chess. Especially Vlad and Cristina with whom I spoke the most. My experiences differ from the ones some people have. I chair a board for a non-profit org. giving services to vulnerable people: For a while we were 4. We worked hard and always by consensus. We are now 5 but nothing has changed. I chair a committee in which, we are 3. We render quasi-judicial decisions. There is no way any of us would not give all she/he has to ensure a sound decision is written. I don’t write, here, in theory. I write based on my wide experience sitting on boards and committees for a large part of my life.

Vladimir Drkulec
08-26-2021, 01:18 PM
On the contrary, I find the number to be very relevant. A board with only three directors is subject to hostile takeover bu a group of two friends who can disregard the work of the third director or even decide everything between themselves before the board meeting begins. Too many directors runs the risk of the failure to elect the minimum number of directors which is catastrophic for the organization.

More realistically, the mains problem of a too large board of directors is "deadwood". This can be eliminated with good Article of Incorporation and bylaws. Each Governor at Large should be assigned in writing responsibility such as chairman of a committee, get Federal funding, responsible of Chess in Prison... This would make possible to evaluate the Governor at Large and eventually remove him if none of his task has been done.

Furthermore, any project that has a supporter on the board of directors will usually advance much faster then a project without any support at the top.

Many information are labelled "Confidential" and cannot be shared with volunteers who are not on the board. A volunteer may not be able to help because the board cannot tell him all the truth.

Last, a board member will feel more implication then a mere volunteer.


I believe the minimum number of directors is one and practically three if we are a soliciting corporation or receive funds from public bodies like the federal government which is not yet the case.

Pierre Dénommée
08-26-2021, 03:56 PM
I believe the minimum number of directors is one and practically three if we are a soliciting corporation or receive funds from public bodies like the federal government which is not yet the case.

Currently, the CFC is on minimum 3 maximum 10 directors as declared in our Articles of Incorporation. The NFP Act allows for a single director, but at the next AGM after becoming soliciting, the VM must increase the number and abide by all the required conditions for a soliciting corporation.

Soliciting corporations must have a minimum of three directors, at least two of whom are not officers or employees of the corporation or its affiliates. That's funny because the FQE president would qualified as not being from an affiliated organization, but the OCA president wouldn't.

Pierre Dénommée
08-26-2021, 04:22 PM
I don’t write, here, in theory. I write based on my wide experience sitting on boards and committees for a large part of my life.

Neither do I. Since 1992, I am been sitting continuously on at least one non-profit board of directors. I have experimented with many odd number of directors, and my experience is to avoid 3 at all cost. 5, 7 and 9 are nice, 9 being the best if alternate opinions/solutions to the problem being debated are actively sought. The main danger of 5 is that everybody will think in the same way, but the problem is not restricted to small number of participants. Long ago, during an in-person CFC AGM, a participant pointed out that we were not taking sufficient actions to increase the CFC membership because everybody around the table was a CFC Life Member. Not a single Governor at the AGM had to pay his yearly membership, so this went out of their collective minds.

I believe what you say, it is just that we both served in different organizations, overcoming different challenges.

Vladimir Drkulec
08-26-2021, 10:53 PM
Currently, the CFC is on minimum 3 maximum 10 directors as declared in our Articles of Incorporation. The NFP Act allows for a single director, but at the next AGM after becoming soliciting, the VM must increase the number and abide by all the required conditions for a soliciting corporation.

Soliciting corporations must have a minimum of three directors, at least two of whom are not officers or employees of the corporation or its affiliates. That's funny because the FQE president would qualified as not being from an affiliated organization, but the OCA president wouldn't.

I think when they are talking about officers, they are talking about paid employees like a CEO or COO or CFO. Patricia would be considered an outside director. Probably every one of the current board of directors would be considered eligible under these provisions. The CFC uses the word officer differently than what is meant in these provisions. I attended a seminar put on by the Canadian Olympic Committee which touched on these definitions and other aspects of NSO governance.

Pierre Dénommée
08-26-2021, 11:29 PM
I think when they are talking about officers, they are talking about paid employees like a CEO or COO or CFO. Patricia would be considered an outside director. Probably every one of the current board of directors would be considered eligible under these provisions. The CFC uses the word officer differently than what is meant in these provisions. I attended a seminar put on by the Canadian Olympic Committee which touched on these definitions and other aspects of NSO governance.

Officer is defined in the NFP Law

Officers

142 Subject to the articles, the by-laws and any unanimous member agreement,

(a) the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the activities and affairs of the corporation, except powers to do anything referred to in subsection 138(2);

(b) a director may be appointed to any office of the corporation; and

(c) two or more offices of the corporation may be held by the same person.

Egidijus Zeromskis
08-28-2021, 11:42 AM
Why voting (a sticky poll) is not yet opened on this matter? This motion was properly brought by Michael Barron long time ago, and it is included in the AGM's agenda. Please, obey the procedure and open another sticky poll. Agenda of the AGM shouldn't be modified based on the President's opinion "are we talking about right candidate" or not.

Hard to say why this is not the motion. It makes things more complicated now.

As the poll is quite positive towards increases the size, the current directors can add the elected person to directors temprorary.
Somewhen this will be again before the members as the motion - the third time…

Victor Itkin
08-28-2021, 01:53 PM
Hard to say why this is not the motion. It makes things more complicated now.

As the poll is quite positive towards increases the size, the current directors can add the elected person to directors temprorary.
Somewhen this will be again before the members as the motion - the third time…

My understanding is that THIS IS A MOTION. Michael Barron officially submitted it during previous CFC meeting, and it was seconded.

Otherwise, this is another lawlessness.

Vladimir Drkulec
08-28-2021, 06:04 PM
Hard to say why this is not the motion. It makes things more complicated now.

As the poll is quite positive towards increases the size, the current directors can add the elected person to directors temprorary.
Somewhen this will be again before the members as the motion - the third time…


Actually, the directors can add the women's coordinator as a member of the board and the appointment will stand until the next AGM. We can appoint up to two additional directors (one third the number elected at the AGM) as directors at large through a majority vote of the board. There is nothing temporary about such an appointment. Board members, absent a resignation, serve until the next AGM. Those provisions are part of our articles and bylaws and the NFP act. Given the margin in the straw poll, I don't think anyone can argue that it is not the will of the voting members.

Since a majority of the board also supported adding the women's coordinator to the board, I don't expect that there will be any delay in implementing this addition. We can invite the Women's Coordinator to the next Zoom board meeting and the first order of business will be to add her to the board. We could alternatively call a special meeting of the voting members to do it but that seems to be complicating the process unnecessarily. A strong majority of the voting members and a strong majority of the CFC board of directors supported this additional board seat for the Women's Coordinator.

Egidijus Zeromskis
08-29-2021, 09:33 PM
Actually, the directors can add the women's coordinator as a member of the board and the appointment will stand until the next AGM. We can appoint up to two additional directors (one third the number elected at the AGM) as directors at large through a majority vote of the board. There is nothing temporary about such an appointment. Board members, absent a resignation, serve until the next AGM. Those provisions are part of our articles and bylaws and the NFP act. Given the margin in the straw poll, I don't think anyone can argue that it is not the will of the voting members.

Since a majority of the board also supported adding the women's coordinator to the board, I don't expect that there will be any delay in implementing this addition. We can invite the Women's Coordinator to the next Zoom board meeting and the first order of business will be to add her to the board. We could alternatively call a special meeting of the voting members to do it but that seems to be complicating the process unnecessarily. A strong majority of the voting members and a strong majority of the CFC board of directors supported this additional board seat for the Women's Coordinator.

One year is still temporary. To make it permanently the MOTION not a poll shall be supported (approved) by Class A members.

Vladimir Drkulec
08-29-2021, 09:54 PM
My understanding is that THIS IS A MOTION. Michael Barron officially submitted it during previous CFC meeting, and it was seconded.

Otherwise, this is another lawlessness.


You continue to display your lack of understanding of the law but just because I did not address your previous post does not mean you are correct.