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

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Originally Posted by Lyle Craver

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

Obviously someone not appoints can't hold any posting.

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

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

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



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



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

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

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

My $ 0.02 worth.

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Originally Posted by Lloyd Lombard

If someone has a different interpretation ...

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

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

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

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

So, by my reckoning ...

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Originally Posted by Lloyd Lombard

Again, the Directors who are on the "Executive" are responsible for the day-to-day operations of the CFC.

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

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Originally Posted by Lloyd Lombard

So, bottom line is that a distinction of a "Voting Member" makes no sense because they are in fact, "Directors" by having the power to vote.

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

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

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Originally Posted by Don Parakin

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

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

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

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

So, by my reckoning ...

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


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

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

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A nice summary.

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

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Originally Posted by Egidijus Zeromskis

The "proxies" are VMs - Class A members. ... Definitely they are not directors per NFPA.

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

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

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Originally Posted by Don Parakin

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

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

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Originally Posted by Egidijus Zeromskis

That for VMs to decide.

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

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Originally Posted by Lyle Craver

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

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Here it is http://www.education.gouv.qc.ca/file...e_OBNL_ANG.pdf but it is based on Quebec NFP Act which differs significantly from the Canada NFP Act.

The three Levels are defined on page 10.

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Originally Posted by Egidijus Zeromskis

A nice summary.

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

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

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

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

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