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

  1. #11
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    The required additions are in bold red underline below.

    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.


    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 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.

  2. #12
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    Quote Originally Posted by Lyle Craver View Post
    I cannot say it strongly enough - these 2 documents need to be accessible via direct link from our main site.
    FYI, this web page, CFC Rules & Regulations, has been on the new chess.ca since Sept 5, 2020. It can be reached from the top menu "CFC" > "Reference" : "CFC Handbook".

  3. #13
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    Okay, so it is modifying the legal document. Is there a cost to this, and if so, what is the amount?
    Christopher Mallon
    FIDE Arbiter

  4. #14
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    Section 125 of the NFP Act states: "125 A corporation shall have one or more directors, but a soliciting corporation shall not have fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates." I believe we're classified as a "corporation" under the Act. I'm fairly certain I asked the question several years ago however I can't recall the answer to: "Why" are not all the Directors referred to as "Directors". I've been involved in a number of Boards over the years and I've never seen this type of "naming structure". Usually, the Board of Directors is composed of all the members who have a right to vote. The "Executive" is composed of "Directors" who are responsible for the day-to-day operations of the corporation. The other "Directors" are responsible for their respective portfolios (not required to have one, but if they do). In my view, all the Provincial Representatives have a vote and as such, under the NFP Act and the CFC Bylaws, are "Directors", "not" just the Executive. Perhaps there's a logical explanation to the reasoning of calling some "Directors" "Voting Members" and I look forward to reading it. This is an issue which I would very much appreciate Patricia's opinion on.

  5. #15

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    Quote Originally Posted by Christopher Mallon View Post
    Okay, so it is modifying the legal document. Is there a cost to this, and if so, what is the amount?
    Bylaws modification: cost 0$

    Article of Incorporation Modification: cost free to change the province of registered office or number of directors online and 200$ for any other modification. Such a modification requires a special resolution with a 2/3 majority, non-voting members may vote if the NFP Act allows them to vote. Such modification must be on the Agenda and cannot be added during a meeting. Proper notice of such a motion must be given. If the resolution did not originate from the board of directors, the mover of the motion is responsible for the payment of the fee and the Law gives the board of directors many reasons to refuse to include such a change during the next meeting of the members, but the fact that it cost 200$ is not an acceptable reason for a refusal.

    NFP ACt fees https://www.ic.gc.ca/eic/site/cd-dgc...g/cs04957.html

  6. #16
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    Quote Originally Posted by Christopher Mallon View Post
    Okay, so it is modifying the legal document. Is there a cost to this, and if so, what is the amount?
    There is no cost for this.

  7. #17
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    Well no - in organizations where this is the norm (and I'm on the board of one so have been there first hand) the general membership elects the board, then at the first Executive meeting those elected select their "portfolios".

    Which in this case meant returning the returning execs to their previous portfolios and the newbies getting what was left but that wasn't automatic.

    Speaking personally I think that would be a horrible deal for the CFC as I could conceivably become FIDE rep which would be totally out of step to my skill set.

  8. #18
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    My opinion, the CFC shall not bound that officers can be selected/appointed from a director pool. This is not healthy. This will later might require to be changed if going after the COC recommendations for better governance.
    .*-1

  9. #19
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    Quote Originally Posted by Egidijus Zeromskis View Post
    My opinion, the CFC shall not bound that officers can be selected/appointed from a director pool. This is not healthy. This will later might require to be changed if going after the COC recommendations for better governance.
    The COC made it clear that the big issue was eventual gender parity on the board. Election of board members by the board was expressly rejected by the governors. If we get gender parity then we will probably be able to skate on the other requirements because this is their opinion of what the structure should be but is not anywhere in the NFP act. Gender parity is a policy of the government.

  10. #20
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    Quote Originally Posted by Vladimir Drkulec View Post
    Election of board members by the board was expressly rejected by the governors..
    We're in 2021, 7 year has passed. Time to think differently.

    That's why this change shall not be taken with easy hand. There will be some "waiting" period for another possible change.
    Last edited by Egidijus Zeromskis; 02-21-2021 at 06:31 PM.
    .*-1

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