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

  1. #31
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    Incidentally we have all run far from the original proposal which in my opinion

    (a) was a slam dunk proposition BUT

    (b) not implementable at this meeting as there was no motion or resolution attached to it. In one of the earlier postings on this I asked the president for an actual resolution on the subject but clearly other matters have been a highe priority for him today which given what's currently on our collective plates is no surprise to me at all.

  2. #32
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    Quote Originally Posted by Lyle Craver View Post
    Incidentally we have all run far from the original proposal which in my opinion

    (a) was a slam dunk proposition BUT

    (b) not implementable at this meeting as there was no motion or resolution attached to it. In one of the earlier postings on this I asked the president for an actual resolution on the subject but clearly other matters have been a highe priority for him today which given what's currently on our collective plates is no surprise to me at all.
    Be it resolved that the CFC bylaws be modified to reflect the fact that the term executive is synonymous with board of directors.

    OLD BYLAW
    OFFICERS

    Description of Offices

    Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

    President - The shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation and will be chair of the board, and shall be a director. When present, preside at all meetings of the board of directors and of the members. The President shall have such other duties and powers as the board may specify.

    Vice-President - The vice-president of the board, if one is to be appointed, shall be a director. If the President is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify or the president may delegate.

    FIDE Representative - The FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive, and shall:

    • i) be the official liason between the Chess Federation of Canada and FIDE;
    • ii) be the FIDE Zone President for Canada;
    • iii) deal with matters relating to the FIDE Americas Continent;
    • iv) if funding is available, at minimum, attend the annual FIDE Congresses;
    • v) work with the Public Relations Coordinator in dealing with mainstream media on chess promotion as it relates to FIDE issues.



    Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

    Treasurer - If appointed, the treasurer shall have such powers and duties as the board may specify.

    Youth Coordinator - The Youth Coordinator will be responsible for coordinating our participation in the World Junior Championship, the World Girls Championship, the WYCC, the Pan-American Junior and Youth Championships, The North American Junior and Youth Championships, the World Youth Chess Olympiad, and any other FIDE-related junior tournaments. The Youth Coordinator will be responsible for finding organizers for the Canadian Junior Championship and the Canadian Youth Chess Championships, and for assisting the Provincial Junior Coordinators in finding organizers for the Youth Chess Championships, and any Regional Qualifier Youth Chess Championships.


    NEW BYLAW


    EXECUTIVE (BOARD OF DIRECTOR) OFFICERS

    Description of Offices

    Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

    President - The shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation and will be chair of the board, and shall be a director. When present, preside at all meetings of the board of directors and of the members. The President shall have such other duties and powers as the board may specify.

    Vice-President - The vice-president of the board, if one is to be appointed, shall be a director. If the President is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify or the president may delegate.

    FIDE Representative - The FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive (the directors), and shall:



    • i) be the official liason between the Chess Federation of Canada and FIDE;
    • ii) be the FIDE Zone President for Canada;
    • iii) deal with matters relating to the FIDE Americas Continent;
    • iv) if funding is available, at minimum, attend the annual FIDE Congresses;
    • v) work with the Public Relations Coordinator in dealing with mainstream media on chess promotion as it relates to FIDE issues.


    Other Officers - The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.


    Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the director who is the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

    Treasurer - If appointed, the treasurer shall be a director and have such powers and duties as the board may specify.

    Youth Coordinator - The Youth Coordinator will be a director responsible for coordinating our participation in the World Junior Championship, the World Girls Championship, the WYCC, the Pan-American Junior and Youth Championships, The North American Junior and Youth Championships, the World Youth Chess Olympiad, and any other FIDE-related junior tournaments. The Youth Coordinator will be responsible for finding organizers for the Canadian Junior Championship and the Canadian Youth Chess Championships, and for assisting the Provincial Junior Coordinators in finding organizers for the Youth Chess Championships, and any Regional Qualifier Youth Chess Championships.

    Other Non-Executive (Non Board Member) Officers - The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

  3. #33
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    I don't agree with limiting the numbers of Directors to a specific category of people on the Board. In my view, if we're going to amend the Bylaws , they should reflect that everyone who has a right to vote is a Director of the Board of Directors. Again, the Directors who are on the "Executive" are responsible for the day-to-day operations of the CFC. The Voting Members are already called upon to vote at General Meetings, the AGM, at Special Meetings, etc.. 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. Again, I haven't practiced commercial law in many years however I have sat on a number of Boards over the years and I believe that this is consistent. In my view, any amendment should reflect that "all" Directors who have a right to vote are deemed to be "Directors" and "not" just the "Executive". If someone has a different interpretation on what I've said, then I'd be very happy to listen.

  4. #34
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    I should note that the underlined references to "Director(s)" in the NFP Act or the CFC Bylaws, at least the way I read it, merely means that in order to fill that position, you "must" be a Director of the Corporation, it cannot be a a non-Director.

  5. #35
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    My amendments:

    The text about the FIDE Rep:

    FIDE Representative - If appointed, the FIDE (Federation Internationale des Echecs) Representative shall be an officer of the corporation and a member of the Executive (the directors) a director, and shall:

    (red - delete)
    (bold - added)

    New text

    FIDE Representative - If appointed, the FIDE (Federation Internationale des Echecs) Representative shall be a director, and shall:



    (going in the same way as Treasurer, Secretary)

    other option to have similarity to Youth Coordinator - The Youth Coordinator will be a director


    FIDE Representative - the FIDE (Federation Internationale des Echecs) Representative will be a director, who shall:
    Last edited by Egidijus Zeromskis; 02-22-2021 at 12:27 PM. Reason: corrected regarding green color
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  6. #36
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    Please don't use green in your postings - it's invisible on many screens though becomes visible when highlighted.

  7. #37
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    I would argue against "if appointed". If and when the CFC moves towards having the directors elected to their posts by the directors then that language might be appropriate. There is no utility to having it in there now.

    I am against that idea for the same reason that the governors were against it. It would emasculate the voting members.

  8. #38
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    Thank you for the note. Edited accordingly.
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  9. #39
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    Quote Originally Posted by Vladimir Drkulec View Post
    I would argue against "if appointed". If and when the CFC moves towards having the directors elected to their posts by the directors then that language might be appropriate. There is no utility to having it in there now.
    Don't get it. That worked for Treasurer --- "Treasurer - If appointed, "
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  10. #40
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    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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