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

  1. #21
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    OK I now see the link - which I was familiar with but had not seen the change as previously it had ONLY been "the old Handbook"

    These are currently on a Google drive - when will these be ported to the main CFC site as opposed to Google's good wishes in keeping our pages up and running?

    For what it's worth I don't see this page as being transparent at all - given that I regularly access these documents (before every online meeting I always re-read the regs for online meetings to ensure I haven't forgotten something) it's only been recently I've had access to the "new" bylaws and was particularly shocked that enclosed in that document was a letter to the federal government said to be in my name which I had not in fact written. I very much DO recall the "time trouble" we were in at that point but I know what I wrote and what I didn't.

  2. #22
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    Quote Originally Posted by Lloyd Lombard View Post
    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.
    Christopher Mallon
    FIDE Arbiter

  3. #23
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    Quote Originally Posted by Egidijus Zeromskis View Post
    I think it shall be time to scrap the legacy handbook and don't even look at it anymore, as always comes a question: is it still valid?

    There is a new Articles, By-Laws, NFP Act, and 2021.
    You should write "Bye-laws".

    Chris Field.

  4. #24

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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.
    I assume you mean: "Election of the Officers by the board members was expressly rejected by the governors." The complete suppression of the election would be improper and would jeopardize our chance to get any government support. For the FQE, democratic life is a factor taken into account by the government to determine eligibility for subventions.

  5. #25

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    Quote Originally Posted by Christopher Mallon View Post
    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.

  6. #26
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    Quote Originally Posted by Pierre Dénommée View Post
    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.

  7. #27

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    Quote Originally Posted by Vladimir Drkulec View Post
    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

  8. #28
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    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.

  9. #29

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    Quote Originally Posted by Lyle Craver View Post
    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.

  10. #30
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    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)

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