1. Agenda

[Lyle Craver]

Agenda for the CFC Voting Members Meeting Sunday Feb 21st to Feb 25th

1) Agenda

2) Voting Member Sign-In

3) Opening remarks of the Chair.

4) Proposal by the President to enlarge the Executive by adding Mrs. Patricia Gamliel, attorney and member of the FIDE Social Commission, as a Director at large.

5) Modification of Bylaws to reflect the fact that all members of the executive are directors of the CFC.

6) "The Voting Booth" – vote for Director at large - Yes to confirm. No to decline to confirm. Abstain to decline to vote.

7) Presentation of candidacy for the FIDE Representative position.

8) "The Voting Booth" – vote for FIDE Representative / Zone President. Candidates have declared their candidacy one week prior to the beginning of the meeting with a brief bio and a statement of their plans for the posiiton. The election will take place beginning on Tuesday February 23, 2021 and conclude on Wednesday, February 24, 2021.

8) Other business.

10) Closing remarks by the Chair.

11) Adjournment.

SPECIAL NOTE: ALL THREADS WILL BE OPEN THROUGHOUT THE MEETING EXCEPT FOR THE TWO "VOTING BOOTH" THREADS WHICH ARE ONLY OPEN DURING THE PERIOD OF VOTING

[Egidijus Zeromskis]

Regarding Agenda items, I have submitted Point of Order. While in the original text I was referring to the Agenda items as distributed to in the voting members.

Here I modified the numeration matching above Agenda


Point of order

Regarding the (4) and (6).

Class A members had not a resolution to increase the current number of directors from 7 to 8.

[Egidijus Zeromskis]

With all respect, as I see the Agenda (4) item has changed as well from the initial announcement.

3) Presentation of Mrs. Patricia Gamliel, attorney and member of the FIDE Social Commission, as a candidate for the position of Director at large. She will be involved in Corporate Affairs and General Outreach (see short biography below).

[Lyle Craver]

Two points:
(1) in the president's initial draft agenda he had omitted any reference to sign in so the sign-in was inserted at #2 and everything else was bumped down one.

(2) I had a glitch in one member's e-mail which I retrieved from an e-mail from that person and pasted into the list. I apologize to anybody who may have gotten the e-mail with the link to this meeting twice.

[Michael Lo]

I am placing this message under the “Agenda” thread since it does not seem to belong to any other threads.

I do not doubt the qualification of Patricia, Victor and Vadim for the positions they are running. I am not comfortable with the rushing of decision making and not clarifying the ambiguities in the legitimacy of this Special meeting.

With the fierce competition for the FIDE rep position, there is a non-negligible chance that the losing candidate may appeal the legitimacy of this Special meeting and void the voting results.

Please clarify the following and explain the impact to the legitimacy of this meeting if it is being appealed:

1) Proper procedure to replace a resigned director

Lyle has raised the concern "- our bylaws say very clearly how a resigned director is to be replaced and that the method chosen does not follow those."

Vlad argued that "Then it should be easy to point exactly where in the bylaw it says that."

2) Notice of meeting legally required timeline

Christopher has raised the concern of "the notice of meeting was NOT within the legally required timeline (as it was sent out 19.5 days before the meeting started when the required amount in our bylaws is 21 days, potentially making this entire meeting illegal)..." which is not being clarified or addressed.

There is also the hanging “motion to appeal” moved by Egidijus and seconded by Christopher (and Lyle?). Does it mean that the voting on “Director at large” is now deferred until the “motion to appeal” is resolved? What is the current status, proper procedure and schedule to handle this “motion to appeal”?

I would like to further point out that the straw poll initiated by Vlad on Jan 22 2021 (http://www.chesscanada.info/forum/sh...-Rep-Selection) specifically asked for the opinion of holding a special meeting on "How should exec seat new FIDE rep". The agenda of this meeting has extra items that I feel are being notified too late and do not allow enough time for the VMs to thoroughly discussed before voting.

The election of a new FIDE rep is complicated enough and I can see the urgency of appointing one asap. For the other items in the agenda - "enlarge the Executive" and "Modification of Bylaws to reflect the fact that all members of the executive are directors of the CFC", I do not see the urgency of squeezing them into this special meeting. These can be resolved either in the spring meeting or the next AGM.

Edited - to correct Patricia's name.

[Aris Marghetis]

I am placing this message under the “Agenda” thread since it does not seem to belong to any other threads.

I do not doubt the qualification of Diana, Victor and Vadim for the positions they are running. I am not comfortable with the rushing of decision making and not clarifying the ambiguities in the legitimacy of this Special meeting.

With the fierce competition for the FIDE rep position, there is a non-negligible chance that the losing candidate may appeal the legitimacy of this Special meeting and void the voting results.

Please clarify the following and explain the impact to the legitimacy of this meeting if it is being appealed:

1) Proper procedure to replace a resigned director

Lyle has raised the concern "- our bylaws say very clearly how a resigned director is to be replaced and that the method chosen does not follow those."

Vlad argued that "Then it should be easy to point exactly where in the bylaw it says that."

2) Notice of meeting legally required timeline

Christopher has raised the concern of "the notice of meeting was NOT within the legally required timeline (as it was sent out 19.5 days before the meeting started when the required amount in our bylaws is 21 days, potentially making this entire meeting illegal)..." which is not being clarified or addressed.

There is also the hanging “motion to appeal” moved by Egidijus and seconded by Christopher (and Lyle?). Does it mean that the voting on “Director at large” is now deferred until the “motion to appeal” is resolved? What is the current status, proper procedure and schedule to handle this “motion to appeal”?

I would like to further point out that the straw poll initiated by Vlad on Jan 22 2021 (http://www.chesscanada.info/forum/sh...-Rep-Selection) specifically asked for the opinion of holding a special meeting on "How should exec seat new FIDE rep". The agenda of this meeting has extra items that I feel are being notified too late and do not allow enough time for the VMs to thoroughly discussed before voting.

The election of a new FIDE rep is complicated enough and I can see the urgency of appointing one asap. For the other items in the agenda - "enlarge the Executive" and "Modification of Bylaws to reflect the fact that all members of the executive are directors of the CFC", I do not see the urgency of squeezing them into this special meeting. These can be resolved either in the spring meeting or the next AGM.

I support Michael's positions, especially this meeting having unexpected things added on later. If others agree, I encourage you to also express support.

[Pierre Dénommée]

I support Michael's positions, especially this meeting having unexpected things added on later. If others agree, I encourage you to also express support.

The voting and the drafting of amended motions, if any, will occurs 21 days after the announcement.

It should be noted that the VM can amend the proposals in the agenda. For example, a proposal too increase the number of directors by one could be amended to increase it by two. A proposal to add something to the bylaws could be amended to include something else. The question is : are those unexpected things, as you call them, amendments or new proposals ?

[Victor Itkin]

The voting and the drafting of amended motions, if any, will occurs 21 days after the announcement.

It should be noted that the VM can amend the proposals in the agenda. For example, a proposal too increase the number of directors by one could be amended to increase it by two. A proposal to add something to the bylaws could be amended to include something else. The question is : are those unexpected things, as you call them, amendments or new proposals ?

I also support Michael's position.

With Pierre's statement of question, I suggest to amend the proposal to increase the number of directors by one to increase it by ZERO.

[Pierre Dénommée]

I also support Michael's position.

With Pierre's statement of question, I suggest to amend the proposal to increase the number of directors by one to increase it by ZERO.

An increase by zero is not an amendment because you only need to defeat the motion to achieve this goal.

[Michael Lo]

On the two issues of "enlarge the Executive" and "Modification of Bylaws to reflect the fact that all members of the executive are directors of the CFC". I do not think we would have called for a special meeting for these items alone. Thus these items, I believe, should not be included or resolved in a special meeting. There is no restriction on calling special meetings for issues that are not urgent, but to the least, it is really bad practice to squeeze in items that are not urgent into special meetings. Special meetings should only be reserved for issues that are urgent and have significant impact on CFC.

For the FIDE Representative voting. the voting booth is not open yet. Is the voting delayed, cancelled, in discussion of how to move forward? Please give us update on the status.

Vlad & Lyle? Thanks.