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Thread: A Vote of No Confidence for the CFC President

  1. #1
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    Default A Vote of No Confidence for the CFC President

    Hello Voting Members,

    I would like to inform you that on March 2nd, 2021 based on The Articles of Continuance (transition) of the Corporation (CFC), I have emailed to all 8 CFC Directors the written requisition of 5 Voting Members (carrying more than 5% of the voting rights) to call a Special Meeting to vote for the removal of CFC President Vladimir Drkulec from office (see the written requisition attached).

    Even though the Directors by law have 21 days (from March 2nd) to call this Special Meeting, I was expecting them to do it sooner or that they would at least contact me and inform me of their position. Until now none of this has happened.

    Accordingly, over the past 10 days, I have had enough time to carefully read not only The Articles of Continuance, but the Canada NFP Act itself. On reading Section 167 of the NFP Act, I discovered that I made a small oversight – I emailed CFC Directors the written requisition without my formal signature, as required by the Act.

    Today I corrected this oversight and re-sent the written requisition with my signature to all CFC Directors.

    I hope this minor inaccuracy won’t be a cause for a delay, and that the Special Meeting will be called as soon as possible.

    Sincerely,
    Nikolay Noritsyn.Attachment 479
    Attached Files Attached Files
    Last edited by Nikolay Noritsyn; 03-18-2021 at 10:21 PM. Reason: attached new text of motion

  2. #2
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    The motion still infringes on the right of the VM.

    Quote Originally Posted by NFP Act
    (3) A vacancy created by the removal of a director may be filled at the meeting of the members at which the director is removed or, if not so filled, may be filled under section 132.
    It is a basic democratic right of the VM to get the first shot at electing the replacement of a removed director. The remaining directors only appoint under section 132 if the VM chose not to elect. This is the danger of removing a director : the VM could open the nominations immediately after the removal and force a rushed election with unprepared candidates.

    There is no such thing as an interim president in the Law. In case of a removal, the person elected or appointed will be the full CFC president, with all the privileges associated to this position, until the next AGM.
    Last edited by Pierre Dénommée; 03-14-2021 at 07:47 PM.

  3. #3
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    The vote of the executive was 6-0 with two abstentions to deny this call for a special meeting as it did not meet the requirements of our CFC bylaw nor of the NFP Act. The board of directors vote took place on Saturday March 6, 2021 in our first Executive Zoom meeting. I would have thought that you would have received the email by now but it should be in the pipeline. You should note that there is a scheduled quarterly meeting of the voting members currently for April 11 through April 18 where your letters are up for discussion. They will also be on the agenda for the next Zoom meeting of the Executive scheduled for April 3.
    Last edited by Vladimir Drkulec; 03-15-2021 at 04:48 PM.

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    Quote Originally Posted by Vladimir Drkulec View Post
    The vote of the executive was 6-0 with two abstentions to deny this call for a special meeting as it did not meet the requirements of our CFC bylaw nor of the NFP Act. The board of directors vote took place on Saturday March 6, 2021 in our first Executive Zoom meeting. I would have thought that you would have received the email by now but it should be in the pipeline. You should note that there is a scheduled quarterly meeting of the voting members currently for April 11 through April 18 where your letters are up for discussion. They will also be on the agenda for the next Zoom meeting of the Executive scheduled for April 3.
    According to the NFP Act and the CFC bylaw, it is not the Executive's jurisdiction to deny a call for a special meeting if it was supported by not less than 5% of the Voting Members.

    Of course, if the paperwork was made with some omissions, and was not fully satisfied requirements of CFC bylaw and/or NFP Act, then the Executive may point it out and may request for correction. But I believe, this shouldn't take 9 days from the date of Directors' meeting. I have never seen an email sitting in "pipeline" for 9 days.

  5. #5
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    I confirm that I, or the others , have not received such an email from the Directors. Please resend it. If there is anything we need to change in the writing to satisfy the requirements, we will do so.

    Nikolay

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    FYI: Vlad started the thread on the April meeting @

    http://www.chesscanada.info/forum/sh...ng-April-11-18
    .*-1

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    Quote Originally Posted by Pierre Dénommée View Post
    The motion still infringes on the right of the VM.



    It is a basic democratic right of the VM to get the first shot at electing the replacement of a removed director. The remaining directors only appoint under section 132 if the VM chose not to elect. This is the danger of removing a director : the VM could open the nominations immediately after the removal and force a rushed election with unprepared candidates.

    There is no such thing as an interim president in the Law. In case of a removal, the person elected or appointed will be the full CFC president, with all the privileges associated to this position, until the next AGM.
    Hello Pierre,

    Thanks for the helpful comments.

    I do not think that our Motion really infringes on the right of the VM, because it does not stipulate that the option a. has a priority over the option b. So, the Executives are not hindered from exercising the option b. in the first place.

    We never received an explanatory email from the Executives, apparently, their pipelines are heavily clogged…
    Nevertheless, in order to avoid ambiguity, we decided to modify the wording based on your remarks.

    Please see the modified Motion attached. Today it was emailed to all CFC Directors and Executive Director once again.

    Nikolay Noritsyn.Attachment 480
    Attached Files Attached Files
    Last edited by Nikolay Noritsyn; 03-18-2021 at 10:22 PM.

  8. #8
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    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.
    Last edited by Victor Itkin; 03-17-2021 at 11:49 AM.

  9. #9
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    EMOTIONAL PART (II)

    I think that no one doubts that Vladimir Drkulec sincerely loves chess, which is an important and integral part of his life. Personally, I have always supported Vlad and always voted for him at AGMs, including the latest one in the summer of 2020. Vlad first became CFC President at a rather difficult moment for the Federation, and was able to bring it out of the crisis. I sincerely believe that Vlad, during his presidency, worked hard and did a lot of good and useful things for the Canadian chess community – especially in his first 4-5 years in the office. It was on his initiative that the Federation obtained the NFP status, which provided it with unprecedented opportunities.

    However, a couple of years ago, something in Vlad’s behaviour began to change. I do not know if this due to a long tenure as CFC President, or to something else.

    The situation deteriorated gradually and escalated earlier this year following Hal Bond’s resignation. I cannot and don’t want to be a judge in Hal’s resignation story, because I learned about it retroactively – only during the February Special Meeting. I think that we do not yet know all the details of this sad story, and that the denouement is still waiting for us ahead. Some shocking details of this saga can be read in a thread “My resignation as FIDE Rep” started by Hal Bond on ChessTalk. For VM’s who have not had time to read this ChessTalk thread, I recommend reading it. There you can find some “touches to the portrait” of our current President.

    The situation became quite unpleasant during the February Special Meeting, the convocation and organization of which, to put it mildly, were unacceptable (which eventually led to the proposal to remove Vlad from office).

    And now, Vlad’s latest Motion for the upcoming Spring Quarterly Meeting turned the current situation into a real “theatre of the absurd”.

    I want to address Vlad personally. Vlad, your reputation has probably been a little shaken since the beginning of this year. Why are you making this worse? First of all, try to be honest with yourself. If you realize that you’ve made serious mistakes and violations, then maybe you should walk away with dignity? Such a move could have a positive impact on your reputation. Life does not end at the presidency. In any case, no matter how this situation is resolved, you will remain an important member of the Canadian chess community, and I am sure that you’ll do a lot more good things for this community, being in any position.

    Well, if on the contrary, you sincerely believe that you have not done anything reprehensible and that you are right, then play a fair game: do not evade, call the Special Meeting as per our request, hold a direct vote – and win it! Then no one will be able to claim that you have lost the trust of the CFC members.
    Last edited by Victor Itkin; 03-17-2021 at 09:12 PM.

  10. #10
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    I am not going to help you call a special meeting to remove me. We have called a meeting which will address these issues. Once we have called a regular meeting which was previously scheduled you are not allowed to call a special meeting even if you met the statutory requirements which you have not. This is not a process which is purely internal to the CFC.

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