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

[Vladimir Drkulec]

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.

[Christopher Mallon]

Okay, so it is modifying the legal document. Is there a cost to this, and if so, what is the amount?

[Lloyd Lombard]

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.

[Christopher Mallon]

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.

It's been a very long time but what I recall is that there were a number of legal implications on both sides - going towards OMOV instead of VMs, and going towards "All VMs are Directors"
Also there was a general wish to try to fit our then-current governance structure as much as possible into what would be acceptable under the NFP rules.

[Pierre Dénommée]

It's been a very long time but what I recall is that there were a number of legal implications on both sides - going towards OMOV instead of VMs, and going towards "All VMs are Directors"
Also there was a general wish to try to fit our then-current governance structure as much as possible into what would be acceptable under the NFP rules.

Good governance practices impose a limit on the number of directors. For example, the FQE could have between 7 and 9 directors according to mandatory provincial sound governance principles. No organization can function efficiently with 60 directors.

[Vladimir Drkulec]

Good governance practices impose a limit on the number of directors. For example, the FQE could have between 7 and 9 directors according to mandatory provincial sound governance principles. No organization can function efficiently with 60 directors.

You can if you put a time limit on every vote. Anyone who didn't respond in time will not be counted or counted as an abstention.

[Pierre Dénommée]

You can if you put a time limit on every vote. Anyone who didn't respond in time will not be counted or counted as an abstention.

The COC has set some limits https://nso.olympic.ca/wp-content/up...an-27-2021.pdf

B.Boards

1.Best practice is that Boards have an odd number of directors immediately following each election of directors by the members and be functional in size with a minimum of five board members and a maximum of fifteen boardmembers. It is expected that a typical board would have seven to eleven members

[Lyle Craver]

I agree with Pierre on this and would add we have never formally discussed and CERTAINLY have never voted on a formal Canadian Olympic Committee link. On the other hand they do have some useful things to say on governance though their advise is clearly aimed at more top down larger and better funded organizations than we are. In particular I find their section C1 in the document Pierre cites as highly problematic to put it mildly as it says

<begin quote>
C. Board Committees
1. A board shall have committees that focus on the following matters:
(i) nominating
(ii) governance and ethics
(iii) audit and finance
A board may establish such other committees as it considers desirable. Except as provided
in C.3 below, the role of each committee is to recommend matters for approval by the
board.
<end quote>

... and I'll be d***ed if as a CFC Voting Member or Executive member if I will ever consent to inserting a nominating committee (item C1) between the membership and the national executive. That is inimical to the grass roots organization we are and no VM should be happy to accept this one. As for ethics or finance and governance, we have the National Appeals Committee (which is something related but not at all the same) and Finance & Audit which for the CFC is mostly the executive sitting as a whole - we have not produced AUDITED financials in years and given an audit starts at $4000-5000 and is often higher is just plain not feasible with our existing budget. But for me of all those creating a nomination committee is the real "showstopper"

The COC has plenty good to say in advice but following it to the letter would change the CFC in a way I for one will never embrace.

I am completely certain the role of the TD will never embrace collecting urine samples from masters at events. Given some of the blunders I have made in online play during the past year it would be "interesting" to know the COC's idea of what substances would be "performance enhancing". You may think I am kidding and mostly I am but this is the world we are embracing when we embrace the COC.

[Pierre Dénommée]

The COC has plenty good to say in advice but following it to the letter would change the CFC in a way I for one will never embrace.

I am completely certain the role of the TD will never embrace collecting urine samples from masters at events. Given some of the blunders I have made in online play during the past year it would be "interesting" to know the COC's idea of what substances would be "performance enhancing". You may think I am kidding and mostly I am but this is the world we are embracing when we embrace the COC.

This is the task of a Doping Control Officer https://cces.ca/sample-collection-personnel .

I agree that the COC good governance rules apply in whole only at large organizations. I prefer the Quebec three tiers approach to governance based on the amount of Government money received and on total budget. Small organizations get benefits without excessive expenses.

[Lyle Craver]

Perhaps you could enlarge on that Pierre as this is something most of us are either uninformed or less informed than we might be. (In my case I've heard of it but know little about it and would be the first to admit it)