Originally Posted by
Victor Itkin
What is happening in the CFC now goes beyond the civilized functioning of the Federation. I will divide my post in two parts: formal and emotional.
FORMAL PART (I)
1. It is a basic democratic right and privilege of the VM to call for a Special Meeting, if this call is supported by members carrying not less than 5% of the voting rights. This right is clearly documented both in the Canada NFP Act and in the CFC bylaw. No one has the right to deprive a group of members (with 5% of the voting rights) of the privilege of calling a Special Meeting – neither the President, nor the Directors, nor other VM, even if they constitute the vast majority. Convening a Special Meeting (with support of 5% of the members) or not convening cannot be the subject of a vote – neither for the Directors, nor for the Voting Members – as the law does not provide for such a mechanism. Even if the remaining 95% of the VM do not support the proposal outlined in the Motion they cannot cancel the Special Meeting and the procedure for voting on the proposal. All they can do is to take part in this Special Meeting to vote against – then the proposal outlined in the Motion won’t pass.
2. And if the NFP Act itself is somewhat vague and perhaps provides the Directors with some loopholes (such as paragraphs 162 and 163) to evade the convening of a Special Meeting at the request of 5% of the members, the CFC bylaw does not leave such loopholes. One of the purposes of the bylaws is to concretize some provisions of the NFP Act for application exclusively to the CFC. Here is a verbatim quote from the CFC bylaw:
“Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.”
The wording of the last phrase of this quote (the bold font highlighted by me) grants the unconditional right to the VM signatories to convene (without any “unless”) a CFC Special Meeting themselves if the Directors, for any reason (including referring to loopholes), did not do so within the prescribed period.
3. The issue of removing the President from office is extremely important, and our group insists that this issue should be put to a vote at a separate Special Meeting convened specifically for this, and not at a CFC Spring Quarterly Meeting where other issues are discussed and resolved.
4. We believe that Vlad’s Motion to vote at the Spring Quarterly Meeting is not legal. As noted above, this issue (whether or not to convene a Special Meeting) cannot be the subject of a vote – the law does not provide such an opportunity. This is a gross procedural violation, and much more serious than was committed at the February meeting (which is what was one of the reasons for our call to remove President from office). We respectfully urge Vlad to remove his Motion from the agenda of the Spring Quarterly Meeting. This topic may be discussed there within Section 5A but shouldn’t be put to a vote in the Section 5B. We would recommend Vlad to obtain independent legal advice on this subject, and not from the CFC lawyer, who may have a conflict of interest in this situation. If Vlad’s Motion is put to a vote at the Spring Quarterly Meeting, the voting results will be void ab initio, and they will not be legally binding. Members of our group will consider such a vote as an abuse of office (malpractice) and as a deliberate infliction of damage to the CFC with all the ensuing consequences.
5. For the reasons outlined above, we would like to urge Voting Members to weigh their decision carefully before seconding Vlad’s odious Motion.
6. Our group never received the promised email from the Directors explaining on what basis they decided to “deny” our call for the Special Meeting. After reviewing the documents several more times, re-reading the laws, and taking into account Pierre’s comments, we ourselves found a few bureaucratic inaccuracies in the previous version of our Motion(s). We corrected them, consulted a lawyer, and today sent the revised version to all CFC Directors, to the CFC office, and posted it on this Forum. We have every reason to believe that there are no flaws in the revised version. If anyone thinks otherwise, the onus will be on them to prove it.
7. We start 21 day count from today, and on April 8th we’ll schedule the date for the Special Meeting by ourselves unless the Directors will do that sooner. In any case, whoever convenes the Special Meeting at our request – Directors or ourselves, it is obvious that this Special Meeting will take place after the Spring Quarterly Meeting, since according to the law the President must be given minimum 21 days to defend himself since the Special Meeting is called.
Emotional part to follow.
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