4. Proposal to Enlarge the Executive

[Egidijus Zeromskis]

There is no point in increasing the size of the board if it does not increase the capabilities of the board.

The board number can still stay the same even. The officer without being a director can do a lot as well. Like example: the CEO is not a director at all in other organizations. While the CFC can not afford that, the position is also close to the full time job.

Anyway.

To extend my concerns with the proposal:

The increase of the number of directors requires a separate resolution. Voting members can do that "from time to time". Thus, that increased number will stay for awhile until the resolution to change the number again will pass.

We're dealing with this CFC By-Law:

Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board.

I don't recall that there was ever a resolution to "empowers the directors to determine the number".


In case, the number is increased, the election shall be called. Usual time for that is the annual meeting.


When the proposal comes from the chair to increase the number to even, I see it as not ethical as the proposal means an additional tie-breaking vote for the chair in board of director meetings.

[Paul Leblanc]

Patricia Gamliel appears to be a good choice for (something to do with the CFC).
We already have a Director-at-large among the seven existing members of the Board of Directors.
Could she not run for that position at the AGM which is only a few months away? In the meantime,
there is no reason she couldn't do good things for the CFC as a regular member.
If on the other hand, we reach a consensus to increase our board by one member, I will support her.

[Vladimir Drkulec]

The board number can still stay the same even. The officer without being a director can do a lot as well. Like example: the CEO is not a director at all in other organizations. While the CFC can not afford that, the position is also close to the full time job.

Anyway.

To extend my concerns with the proposal:

The increase of the number of directors requires a separate resolution. Voting members can do that "from time to time". Thus, that increased number will stay for awhile until the resolution to change the number again will pass.

We're dealing with this CFC By-Law:

Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board.

I don't recall that there was ever a resolution to "empowers the directors to determine the number".


In case, the number is increased, the election shall be called. Usual time for that is the annual meeting.


When the proposal comes from the chair to increase the number to even, I see it as not ethical as the proposal means an additional tie-breaking vote for the chair in board of director meetings.

My position, supported by reading the articles and bylaws is that the directors can add up to two directors in the current configuration. If there are nine directors elected at an AGM then they could potentially bring in three more directors which would be truly unwieldy though this would require changing the articles to allow more than ten directors. The board could have appointed someone to FIDE but then they would have had to be ratified by the voting members at the very next meeting. This would have been quite a complex situation if the voting members refused to assent to this. The person would have remained a director but not FIDE rep unless the voting members also made a resolution to remove him as a director.

[Vladimir Drkulec]

Patricia Gamliel appears to be a good choice for (something to do with the CFC).
We already have a Director-at-large among the seven existing members of the Board of Directors.
Could she not run for that position at the AGM which is only a few months away? In the meantime,
there is no reason she couldn't do good things for the CFC as a regular member.
If on the other hand, we reach a consensus to increase our board by one member, I will support her.

The AGM is six months away. That can be an eternity. A great deal can be done in six months.

[Egidijus Zeromskis]

My position, supported by reading the articles and bylaws is that the directors can add up to two directors in the current configuration. If there are nine directors elected at an AGM then they could potentially bring in three more directors which would be truly unwieldy though this would require changing the articles to allow more than ten directors. The board could have appointed someone to FIDE but then they would have had to be ratified by the voting members at the very next meeting. This would have been quite a complex situation if the voting members refused to assent to this. The person would have remained a director but not FIDE rep unless the voting members also made a resolution to remove him as a director.

I think a discussion about the FIDE rep situation is out of order here. We have elections for it now in other thread. To have a smoother future we might come to the Spring meeting create/pass bylaws to clarify the process.

[Lyle Craver]

Actually that's not quite true.

In parliamentary procedure if there are an even number of votes cast and they're equal on both sides (with no tiebreaker possible as the president has already voted) the motion FAILS

That's fundamental parliamentary procedure - if a motion doesn't pass that's a FAIL. You simply have to get beyond deadline to pass something.

[Egidijus Zeromskis]

Actually that's not quite true.

In parliamentary procedure if there are an even number of votes cast and they're equal on both sides (with no tiebreaker possible as the president has already voted) the motion FAILS

That's fundamental parliamentary procedure - if a motion doesn't pass that's a FAIL. You simply have to get beyond deadline to pass something.

Thnx for pointing it.

Yup, doubled checked. The chair's tie-vote is in principal a negative one.

[Pierre Dénommée]

Actually that's not quite true.

In parliamentary procedure if there are an even number of votes cast and they're equal on both sides (with no tiebreaker possible as the president has already voted) the motion FAILS

That's fundamental parliamentary procedure - if a motion doesn't pass that's a FAIL. You simply have to get beyond deadline to pass something.

There is another rule used in fundamental parliamentary procedure : the President does not vote except in case of equality. This has the advantage of avoiding equality.

[Aris Marghetis]

If we are really going through with a vote to increase the Board, I would move that we increase it by two Directors-at-Large, instead of 1. This would possibly alleviate the concerns of the President holding two votes. I also think it would be possible that any of the Candidates or ex-Candidates for FIDE Rep could also run for one of these positions, as is the case in the elections at the AGM.

Fred

I disagree with this proposal. Vlad offered this to me, to make me a Director-at-Large (this was before I withdrew my candidacy). I disagreed in strong terms.

[Aris Marghetis]

Patricia Gamliel appears to be a good choice for (something to do with the CFC).
We already have a Director-at-large among the seven existing members of the Board of Directors.
Could she not run for that position at the AGM which is only a few months away? In the meantime,
there is no reason she couldn't do good things for the CFC as a regular member.
If on the other hand, we reach a consensus to increase our board by one member, I will support her.

I do not support increasing the number of Directors, especially to an even number.
I do support Ms. Gamliel, like anyone else, running for a position at the CFC AGM.