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View Full Version : CFC Constitutional Coalition - Motion 2010-05 - Governor Activity Rule - What Now?



Bob Armstrong
04-16-2010, 03:21 AM
Here is the letter I just sent out to the CFC Constitutional Coalition, on whose behalf Motion 2010-05 was originally brought:

Hi to All CFC Constitutional Coalition Members:

The CFC Governors held their Spring Quarterly On-line Meeting ( the first ever ) from April 8-14. On the agenda was our Motion 2010-05 – Governor Activity Rule. Here are the Minutes ( still to be approved ) on this agenda item:

# 10 – Discussion of Motion 2010-05 – Governor Activity Rule

Motion 2010-05 – Governor Activity Rule

Moved: Bob Armstrong; Seconded: Jason Lohner

There shall be added to CFC By-law # 2, a new section 23 as follows:

“ 23. Governor Inactivity Rule

Any governor, no matter whether provincial representative governor, or governor at large, including the Executive, appointees, etc., who does not vote, move/second a motion, or make a comment ( on a motion or generally ), in two consecutive Governors’ Letters, shall be removed from office, and their position shall no longer be part of a quorum until their replacement, if any. Should it happen that in a GL there are no motions for either discussion or vote, then that GL shall not be counted for the purposes of this section. Once removed, the Governor and his provincial body/appointing body shall be notified. A request that a by-election be held to fill the vacancy shall also be made to the provincial/territorial organization or that the appointing body appoint a replacement, for the balance of the removed governor’s term. "

Some felt that there had to be some penalty to non-participation by Governors – termination. But some saw the criterion in the motion as being too strict. There was also some discussion of what standard will be demanded if quarterly on-line meetings are adopted, like this one. Will zero tolerance be too strict – don’t appear for the meeting and you are terminated as a governor? A number of governors said “ zero tolerance “ would be too strict.

# 10A – Voting on Motion 2010-05 – Governor Activity Rule – Results

This motion, amending Bylaw 2, is considered a “ constitutional “ amendment: Because there is no legislation yet authorizing on-line voting, as we have done in this meeting, the vote must be treated as if it were a “ mail vote “ under section 3 ( b ) of Bylaw 3 ( it is not an “ Annual Meeting “ vote ):

BY-LAW NUMBER THREE OF THE CHESS FEDERATION OF CANADA

ANNUAL MEETING AND AMENDMENTS TO THE CONSTITUTION

3. Any amendment or revision of these By-Laws;……………may be made,

(a) at any Annual Meeting of the Assembly, providing that a notice of intention to submit such matter to a vote has been received by the Secretary at least 30 days prior to the date of such Annual Meeting and has been transmitted by the Secretary to each Governor at least 14 days prior to the date of such Annual Meeting and that any resolution pertaining to such matter shall be approved by at least a two-thirds majority of the votes of those present and entitled to vote, including proxy votes.

(b) at any time through a mail vote of Assembly, providing that the exact wording of such proposed amendments or revision, or of the resolution to be passed by the Board through mail vote is submitted to each Governor at least fourteen days before the expiry of the time limit specified by the President for the receipt of the votes by the Secretary, and that at least one-half of the number of votes eligible to be cast has been received by the Secretary, and there is a majority of at least two-thirds of the votes cast in favour of the proposed amendment or revision or resolution.

Abstentions shall not be included in determining whether a two-thirds majority has been attained in (a) or (b) above provided only that the number of votes cast in favour must exceed the sum of the number of votes cast against and of the number of abstentions cast.

As such, it has to meet the 50% quorum rule. As well, it must have the enhanced majority of 2/3 of the votes cast.

Results of voting:

Eligible Voters – 60
Voters Present - 36
Votes Cast -29

View Poll Results: Motion 2010-05 Instituting a new " Governor Activity Rule " Should be Adopted.

Yes :
Alick Tsui, Bob Armstrong, Christopher Mallon, Herb Langer, Hugh Brodie, Ilia Bluvshtein, Jason Lohner, John Coleman, Ken Craft, Michael Barron, Michael von Keitz, Patrick McDonald, Paul Leblanc - 13 - 44.83%

No :
Bill Evans, Egidijus Zeromskis, Ellen Nadeau, Fred McKim, Garvin Nunes, Gordon Ritchie, Halldor P. Palsson, John Erickson, Les Bunning, Mark Bluvshtein, Mark S. Dutton, I.A., Simon Ong, Stijn De Kerpel, Valer Eugen Demian, Vlad Rekhson - 15 - 51.72%

Abstain :
Eric Van Dusen - 1 - 3.45%

The motion is defeated – it has met the quorum requirement 30 voters were required to be present ( since there are 60 governors ), and there were 36.

However the motion fails to meet the enhanced 2/3 majority requirement.

It must be remembered, however, that the votes taken in this meeting are only “ straw votes “, since there is as of yet, no Handbook section that allows this kind of “ on-line “ voting by Governors.

So the motion will still now go on to the next GL or AGM voting as already scheduled, to be voted on again.

So these minutes confirm that our motion will still go on to be officially voted on in future ( since this meeting vote was only a “ straw vote “ ) – we have requested, and it has been accepted, that the motion will be on the Toronto July CFC AGM agenda.

But we must be realistic. Our motion required 19 “ Yes “ votes to pass ( 2/3 of votes cast, or 67 % ), and only got 13. ( 46% ). If we are to win the vote next time, we must find out why so many governors voted against the motion. So I will be posting an inquiry on the Governors’ Discussion Board, asking if anti-governors will advise us why they objected to the motion – are they against any type of activity rule – no forcing of governor participation? Or was it the wording of our motion ? If so, what wording amendments might they want us to consider, to get their vote? I don’t know if we will get any responses – the governors have proven not great at publicly taking positions. But it is a try to make the motion more acceptable. I’d suggest that if we get suggestions that seem good, we amend our motion and keep pursuing it in the amended form.

There is one other alternative we could consider ( but I’ll still go ahead with questioning the Governors as I said above ). That option takes into account that the governors are now going to pass a Handbook amendment, implementing the new on-line meetings. This will do away with the Governors’ Letters as we now know them. No longer will the debate on motions, and voting, take place within the GL system. So in fact our motion will be out-of-date as soon as it is passed, if the Governors also pass the on-line meeting legislation at the July AGM. It will then be necessary to think of “ activity “ as attending “ on-line meetings “. As you can see from the minutes, some governors were against “ zero tolerance “ – that would be – don’t attend the meeting; you get the boot. They saw that as too strict. But we could maybe make it non-attendance at two consecutive meetings. Maybe that would be more acceptable. And next time I’d build in an escape clause that says the President can waive the default if presented with a strong reason why the governor failed to attend two consecutive meetings ( allow for ill-health for example; or being on a massive work project that was under deadline; etc. ). But in fact I don’t recommend this option. We can do it if and when the Governors actually pass the on-line legislation. There may be some unexpected delay, and then our motion would remain relevant.

Which course would you prefer:

1. Going ahead with our current motion in an amended form? And if and when the governors implement quarterly meetings, then produce a new motion amending the activity rule ( assuming we got the first one through )?
2. Abandoning our current motion altogether, and drafting one like I have proposed, based on the assumption that quarterly meetings become the new governor decision-making system?? It would be speculative, since we won’t know for sure when the on-line meeting legislation might actually get passed. We would then simply wait and bring it on as soon as the governors passed the new on-line meeting legislation. In the meantime, there would be no activity rule at all.

Let me know.

Thanks.

Bob, Coordinator

.

Bob Armstrong
04-18-2010, 11:35 PM
The Coalition has now decided to amend its motion to try to gather greater support for the final vote at the AGM ( note: the current voting on the Motion 2010-05 - Governor Activity Rule - which began April 12, and runs to April 23, is only a " straw vote " by edict of the President, correcting a CFC Secretary error; as well, the defeat of the motion at the recent Governors' On-line Quarterly Meeting was only a " straw " vote ).

Here is my recent letter to the Coalition on the decision to proceed with an amended motion:

April 18, 2010

Hi to All CFC Constitutional Coalition Members:

I wrote you last week for some input on our Motion 2010-05 – Governor Activity Rule ( attached ). The reason was that at the recent Governors’ On-line Quarterly Meeting, the motion was voted on in a “ straw vote “ – we got only 46% of the vote, and we need 67% ( since it is a “ constitutional “ amendment ). Since it is a straw vote, it is not binding, The motion therefore is still being voted on in the Governors’ Letters system – voting started April 12 and goes to April 23. But it seems clear from the governors first vote , that the motion will again be defeated. However, the vote currently taking place is also only a “ straw vote “. The motion was not supposed to be voted on ‘til the Toronto July CFC AGM – a mistake by the CFC Secretary. So the President ruled that the current vote is only a “ straw vote “ again, and it will go to the AGM for final vote.

So we have a chance to amend our motion before the AGM vote, to try to save it. Maybe some of the votes against, are because of the wording of our motion, or that it is not detailed enough. Maybe amending it will get us some of the negative votes at the AGM, and allow us to get it through. But the question I asked all of you was whether we should bother doing this.

The reason I asked is because the governors will be voting some time in the future ( maybe the AGM ) to replace the GL system, which our activity rule is based on, with the new “ on-line “ meeting. So the activity rule may become dated very soon after we get it passed ( if we do ). So an option was to abandon our motion totally, and just wait for the new On-line Meetings to be adopted. Then we’ll make a new motion based on missing on-line/AGM meetings.

Response from you all was light, and what there was, was divided. The two alternatives that surfaced were:

# 1. Continue with an Amended Motion

a. we proceed with our current motion 2010-05, based on not appearing in 2 consecutive GL’s, but amend it ( eg. Make it less strict by adding at least : “ 1. the CFC Secretary shall do the monitoring of attendance, since he has the records on attendance; 2. the Secretary shall send a warning notice to any governor missing a GL.; 3. a governor who misses two consecutive GL’s can be excused by the chair for some exceptional reason “. We will then try to get the amended motion passed at the AGM;

b. in the meantime, we draft up a potential motion to amend the activity rule ( assuming we get the first one through ), that says: “ 1. the CFC Secretary shall do the monitoring of attendance, since he has the records on attendance; 2. the Secretary shall send a warning notice to any governor missing two consecutive meetings.; 3. a governor who misses two consecutive meetings can be excused by the chair for some exceptional reason “. We then sit on it ‘til the governors adopt the on-line meetings.

# 2. We abandon our current Motion 2010-05, and wait:

a. the Coalition will abandon current motion 2010-05, and not bother amending it – drop the whole thing for now;
b. do nothing until the governors pass the on-line meeting legislation; and
c. then bring a new activity motion that says: “ 1. the CFC Secretary shall do the monitoring of attendance, since he has the records on attendance; 2. the Secretary shall send a warning notice to any governor missing a meeting; 3. a governor who misses two consecutive meetings can be excused by the chair for some exceptional reason “.

Since the group is divided, and did not have strong opinions generally one way or the other, I am making a decision as Coordinator to follow the proposed option # 1. My reasons for this are:

1. the motion is already on the AGM agenda for final vote;

2. an amended motion might get passed.

3. it is important to try to win over more governors to the activity rule concept – improving our motion, and forcing another vote on it, will help to emphasize that the idea is not going away, and that governors have to get used to the idea that it is something CFC members want.

4. if it is still defeated, we can bring a new motion on after the governors switch over to the on-line meetings ( there may be some argument on whether we have to wait 6 months from the defeat of the original motion, but we can fight that battle if and when it gets raised ).

I will therefore continue to try to get governors who voted against our motion, to advise what might be done to make it acceptable? I will make at least the three amendments mentioned above.

If you have any thoughts on these three amendments, or think there are additional ones we should consider, please let me know. Otherwise I and Jason Lohner ( seconder ) will go ahead and file an amended motion to be voted on at the AGM .

Thanks for your ongoing support of the Coalition – we are dealing with important CFC issues.

Bob, Coordinator

Bob Armstrong
04-21-2010, 12:30 AM
Here is the amended Governor Activity Rule motion which the Coalition now intends to substitute for the original version, to try to get broader support for the motion:

Amended Motion 2010-05 – Governor Activity Rule

( Revision # 4, April 20, 2010 )

Moved: Bob Armstrong; Seconded: Jason Lohner

( submitted on behalf of the CFC Constitutional Coalition, a grassroots’ group of about 40 ordinary CFC members and a few governors, named below in the Notes )

There shall be added to CFC By-law # 2, a new section 23 as follows:

“ 23. Governor Inactivity Rule

( 1 ) Any governor, no matter whether provincial representative governor, or governor at large, including the Executive, appointees, etc., who does not vote, move/second a motion, or make a comment ( on a motion or generally ), in two consecutive Governors’ Letters, shall be removed from office and their position shall no longer be part of a quorum until their replacement, if any.;
( 2 ) Should it happen that in a GL there are no motions for either discussion or vote, then that GL shall not be counted for the purposes of this section.
( 3 ) For the purposes of this section, the CFC Secretary shall do the monitoring of attendance, since he has the records on attendance;
( 4 ) The Secretary shall send a warning notice to any governor missing a GL.;
( 5 ) A governor who misses two consecutive GL’s can be excused by the President for some exceptional reason;
( 6 ) Once removed by the Secretary, or President, the Governor and his provincial/territorial body/appointing body shall be notified by the Secretary .
( 7 ) The Secretary shall also request that a provincial/territorial body hold a by-election to fill the vacancy, or that the appointing body appoint a replacement, for the balance of the removed governor’s term. "

Commentary:

In the 2008-9 year, except for the first four motions of the year ( critical CFC restructuring motions in September 2008 ), all motions subsequently received less than 50 % vote ( some much less ), including the motions at the outgoing governors July 2009 AGM ( including proxies ). In 2009-10, the result is divided – some over 50% and some under 50 %. Many governors seldom make any comments on motions for discussion, or generally. This participation rate by governors is abysmal. If governors do not want to be involved in governing the CFC, then they should not have stood for office, whether provincial representative, or governor at large representative. It makes the membership skeptical about the governance of the CFC by such neglect of participation. It demoralizes those who are active governors, because they are expecting other governors to share the load, and find there are not other hands to pitch in. Lastly if a constitutional amendment to the CFC Handbook is brought outside of an AGM, the motion not only requires a 2/3 majority, but also a quorum of 50% of the eligible votes. With governors voting less than 50%, constitutional motions cannot be passed outside of the AGM – this is intolerable for an organization that is trying to keep itself legally up-to-date.

Some have suggested that the period of grace should be longer – no communication/vote for 3 consecutive GL’s. Others want the governors to vote on at least one motion every GL, or at least make a comment. We have picked the middle ground of 2 GL’s – no appearance for 2 GL’s, and the governor is removed.
The motion specifies that the CFC Secretary will keep the attendance records for the purpose of this motion. It also allows for a warning notice to be sent to defaulting governors, warning them that they will be terminated if they do not appear in the subsequent GL – there will be no excuse that the governor didn’t know he was in jeopardy. Lastly a governor who has a valid excuse for defaulting, can appeal to the CFC President, to be excused for “ exceptional circumstances “.
Also, there is an issue of whether the Provincial Association/ appointing body should be able to replace a removed governor. We felt that allowing replacement let the provincial affiliate/appointing body off the hook. They elect/appoint the governors, and we felt they should be taking care that they are good active governors. If they can always replace deadwood governors with other deadwood governors, and never exercise responsible oversight on their governors, what incentive is there for them to ever take the CFC governance seriously? However, if it means they lose a vote for a full balance of the offending governors’ term, maybe next time they will be more careful about whom they elect.
However, it seemed many opposed our view on replacement. As well there was motion 2002-02 in 2001-2 GL 5 that said re governors who were not CFC members, or who had let their membership lapse:

Any provincially elected Governor found not to be a CFC member in good standing shall have his/her voting privileges suspended. Once suspended, the Governor and his provincial body shall be notified and requested to bring his/her membership into good standing not later that 30 days from his/her election or expiration of membership. In the event that the Governor's membership still not be in good standing 30 days after suspension, the president of the provincial/territorial organization and the Governor shall be notified that the Governor's seat is declared vacant. A request that a by-election be held to fill the vacancy shall also be made to the provincial/territorial organization [ bolding added ]. "

This appears to be a strong CFC precedent for allowing replacement of “ suspended “ governors. So we have abandoned our desired position, and adopted the procedure of this CFC precedent ( we are indebted to Governor Egis Zeromskis for drawing our attention to this motion )..
We tried to reduce the number of provincial representation governors ( Motion 2009-14 ) at the July AGM, and it failed to get the 2/3 majority required for a constitutional amendment. One comment from many governors was that an activity requirement rule should precede any action to reduce the number of governors. So we have listened to this criticism and are now bringing this activity motion, as seemed to be desired by many governors.
The CFC needs the help of all governors, and the contribution of all their opinions, to help the CFC run at its best. The first duty of governors is to govern; secondarily, it is expected that the governors will also promote chess in various ways. Governors need to debate with each other in the GL ( and on the Governors’ Discussion Board and the CFC members CFC Chess Forum ) in order to get sound governance decisions. That is why we have such an extensive number of governors. If they do not participate, one wonders why we have them at all. They are just deadwood, names on a website. And they fail to represent the provinces/chess bodies who sent them.
We feel this activity criterion will significantly improve the voting record of governors, and the quality of CFC governance decisions.


If you have any further suggestions for amendments, or general comments, we would be pleased to hear them before we finalize and file the motion.

Bob, Coalition Coordinator