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Thread: 2. Opening Comments of Chair

  1. #31

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    Quote Originally Posted by Vladimir Drkulec View Post
    We are not going to change the articles. That requires a two thirds majority and involves additional costs over and above changing bylaws which also require payment unless they have changed the rule.
    Changing bylaws cost nothing. The required majority is what has been decided by the voting members.

    https://www.ic.gc.ca/eic/site/cd-dgc...g/cs04956.html

  2. #32
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    Quote Originally Posted by Pierre Dénommée View Post
    Changing bylaws cost nothing. The required majority is what has been decided by the voting members.

    https://www.ic.gc.ca/eic/site/cd-dgc...g/cs04956.html
    Changing bylaws in such a way that the structure of the organization changes requires a 2/3 majority. If we have an ethics committee similar to the one on the books no change is required. If as in the FIDE model you make it a super committee that has power over everyone and everything, that would require a 2/3 affirmative vote of all the voting members.

  3. #33

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    Quote Originally Posted by Vladimir Drkulec View Post
    If as in the FIDE model you make it a super committee that has power over everyone and everything, that would require a 2/3 affirmative vote of all the voting members.
    I do not believe that this would be remotely legal even with the unanimity of all members, voting and non-voting. Elsewhere, the power to terminate the mandate of a member of the Executive usually comes from a delegation of Power from the Minister of Sports. In Canada, Chess is not a sport, an even if it was, the Minister would not delegate such Authority to a mere Committee because that would goes against everything that the NFP Act stands for. There is only one way to end the mandate of an elected official: by a 50%+1 vote of the VM. No Committee could ever have such a power and the old EC motion did mention the power to recommend to the VM the termination of an elected person. I sincerely do hope that this provision will never be used but, when drafting the language of an EC motion, one cannot ignore the possibility that computer cheating could have been done by a member of the Executive.

  4. #34
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    Quote Originally Posted by Pierre Dénommée View Post
    I do not believe that this would be remotely legal even with the unanimity of all members, voting and non-voting. Elsewhere, the power to terminate the mandate of a member of the Executive usually comes from a delegation of Power from the Minister of Sports. In Canada, Chess is not a sport, an even if it was, the Minister would not delegate such Authority to a mere Committee because that would goes against everything that the NFP Act stands for. There is only one way to end the mandate of an elected official: by a 50%+1 vote of the VM. No Committee could ever have such a power and the old EC motion did mention the power to recommend to the VM the termination of an elected person. I sincerely do hope that this provision will never be used but, when drafting the language of an EC motion, one cannot ignore the possibility that computer cheating could have been done by a member of the Executive.
    A WADA violation would also be grounds for removal of an executive or even a voting member according to the WADA regulations that CECC is pushing. So if I had to take my insulin and blood pressure medication and someone else on the executive had to do the same and someone else smoked marijuana which is legal in Canada, we could wipe out almost half the executive. I don't think that the voting members would move to remove an executive except for malfeasance or breach of fiduciary duty. There would be a very specific procedure that would need to be followed and it would need the support of at least one member of the executive to put forward the motion considering the requirements for a member motion. You are right that it would only take 50% + 1 to accomplish such a motion. Getting it in front of the voting members would be the hard part. I would have to check the most recent regulations but the notice period is greatly lengthened for such a motion and might only be feasible at an AGM at which point the idea would be moot because there would be an election in any case.

  5. #35

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    Quote Originally Posted by NFP Law

    Removal of directors

    130 (1) The members of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.

    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.

    Marginal note: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.

    Marginal noteirectors 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

    (a) a record date has been fixed under paragraph 161(1)(a);

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

    (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 163(6)(b) to (f).

    Marginal note:Member calling meeting

    (4) If the directors do not call a meeting within the prescribed period after receiving the requisition referred to in subsection (1), any member who signed the requisition may call the meeting.

    Marginal note:Procedure

    (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called under the by-laws and this Part.
    The required percentage is 5% of the VM, which is very small. https://corporationscanada.ic.gc.ca/...g/cs05006.html

    The court can also force a meeting if the directors are dodging destitution. There is no indication of longer notice. And certainly no obligation to wait for an AGM.

    The VM can remove a director with or without cause. Directors are not unionized employees.
    Last edited by Pierre Dénommée; 12-20-2020 at 11:12 PM.

  6. #36
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    Quote Originally Posted by Pierre Dénommée View Post
    The required percentage is 5% of the VM, which is very small. https://corporationscanada.ic.gc.ca/...g/cs05006.html

    The court can also force a meeting if the directors are dodging destitution. There is no indication of longer notice. And certainly no obligation to wait for an AGM.
    Special rules kick in when an AGM has not taken place for a specific period (18 months) after the anniversary of the last one.

    While it is possible that the regulations have changed since I have last familiarized myself with them a quick glance shows me that they have not. Note line 66 which seems to limit member proposals to the AGM and 90 to 150 days notice being required. I would never be a stickler for that but some future president might be. I do not recall ever preventing a member motion from reaching the floor if proper notice of three weeks allowed a member of the executive to introduce it to a meeting. Strictly speaking all non-executive motions would require at least 90 days notice and as much as 150 days notice if opposed by the executive.

    If you would like to continue this discussion we could do so in English chat of the CFC forum or in the voting member section of the forum if you want it to be for the voting members only. I will close this and any threads where there is discussion last.

    Member Proposals

    64 For the purpose of subsection 163(3) of the Act, the prescribed maximum number of words is 500.
    65 For the purpose of subsection 163(5) of the Act, the prescribed percentage is five per cent.
    66 For the purpose of paragraph 163(6)(a) of the Act, the prescribed period is 90 to 150 days before the anniversary of the previous annual meeting of members.
    67 For the purpose of paragraph 163(6)(d) of the Act, the prescribed period is two years.

    • 68 (1) For the purpose of paragraph 163(6)(e) of the Act, the prescribed minimum amount of support is
      • (a) three per cent of the total number of memberships voted, if the proposal was introduced at one annual meeting of members;
      • (b) six per cent of the total number of memberships voted at its last submission to members, if the proposal was introduced at two annual meetings of members; and
      • (c) 10 per cent of the total number of memberships voted at its last submission to members, if the proposal was introduced at three or more annual meetings of members.

    • (2) For the purpose of paragraph 163(6)(e) of the Act, the prescribed period is five years.

    69 For the purpose of subsection 163(8) of the Act, the prescribed period is 21 days.
    Last edited by Vladimir Drkulec; 12-20-2020 at 11:35 PM.

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