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Thread: A Vote of No Confidence for the CFC President

  1. #11
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    Quote Originally Posted by Victor Itkin View Post
    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.

    You are simply wrong on what the law provides.

  2. #12
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    Default Victor Itkin

    Quote Originally Posted by Vladimir Drkulec View Post
    I am not going to help you call a special meeting to remove me.
    Fair enough, and good to know.

    Also, it would be good to know other Directors’ position on organizing Special Meeting as per our request: will the remaining Directors fulfil their fiduciary duty to the CFC and cooperate with our group of VM? Or we are on our own in organizing the Special Meeting?

    Quote Originally Posted by Vladimir Drkulec View Post
    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.
    This is not a proof. At most, this statement can be called your personal opinion (IMHO), where “H” may stand for “humble”, but by no means for “honest”. As it was already stated above, the ONUS to prove your opinion that we “are not allowed to call a special meeting” is on you (just for clarity - the definition of word “ONUS” by Merriam-Webster dictionary is "BURDEN OF PROOF").

    Since it seems, you yourself are not capable to operate with factual arguments, you may obtain an Opinion Letter signed by an independent lawyer -- this will suffice for the purpose of our dispute.
    Last edited by Victor Itkin; 03-20-2021 at 02:23 PM.

  3. #13
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    Quote Originally Posted by Vladimir Drkulec View Post
    You are simply wrong on what the law provides.
    This is also not a proof, nor is it an attempt at proof. It’s not even an argument. But at least “you are simply wrong” sounds a little better than “thermal exhaust ports”, which appeared to become your strongest “factual argument” in a dispute within Hal Bond’s ChessTalk thread.

  4. #14
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    Quote Originally Posted by Victor Itkin View Post
    Fair enough, and good to know.

    Also, it would be good to know other Directors’ position on organizing Special Meeting as per our request: will the remaining Directors fulfil their fiduciary duty to the CFC and cooperate with our group of VM? Or we are on our own in organizing the Special Meeting?
    Ob Princess Bride pop reference: "I don't think that word means what you think it means."

    This is not a proof. At most, this statement can be called your personal opinion (IMHO), where “H” may stand for “humble”, but by no means for “honest”. As it was already stated above, the ONUS to prove your opinion that we “are not allowed to call a special meeting” is on you (just for clarity - the definition of word “ONUS” by Merriam-Webster dictionary is "BURDEN OF PROOF").

    Since it seems, you yourself are not capable to operate with factual arguments, you may obtain an Opinion Letter signed by an independent lawyer -- this will suffice for the purpose of our dispute.
    As may you. Since it is you who is trying to upset the status quo the burden of proof is on you and not me.

  5. #15
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    Quote Originally Posted by Nikolay Noritsyn View Post
    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
    You claim you sent the written requisition on March 2nd and yet your pdf shows March 16th, 2021. The email was dated March 17th, 2021. Your third submission was dated March 18th, 2021. Is this third submission your final one? There seems to be a disconnect between what you are saying and what you are showing you did, and what you actually did.
    Last edited by Vladimir Drkulec; 03-20-2021 at 10:40 PM.

  6. #16
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    Claim? You have been the recipient of all the emails, including the one on March 2. Laws do not prohibit amendments to documents after they are formally submitted as many times as the applicant needs. This even applies to lawsuits.

    I confirm that my latest submission was made on March 18, 2021. Barring unforeseen circumstances, I assume that this submission should be final.

  7. #17
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    Quote Originally Posted by Nikolay Noritsyn View Post
    Claim? You have been the recipient of all the emails, including the one on March 2. Laws do not prohibit amendments to documents after they are formally submitted as many times as the applicant needs. This even applies to lawsuits.

    I confirm that my latest submission was made on March 18, 2021. Barring unforeseen circumstances, I assume that this submission should be final.

    Interesting theory you have there.

  8. #18
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    Quote Originally Posted by Vladimir Drkulec View Post
    As may you. Since it is you who is trying to upset the status quo the burden of proof is on you and not me.
    It is irrelevant, who is trying to upset what. What matters - which party is trying to claim that another party’s action is wrong.

    FIRST SITUATION

    Our VM group is about to convene a Special Meeting, exercising our fundamental right. We justify our action with the unconditional wording prescribed in the CFC bylaw: “… 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.”

    In response, you claimed: “You are simply wrong on what the law provides.” These are just empty, unsubstantiated words that cannot in any way affect our intention to convene a Special Meeting.

    Also, you claimed: “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.” These are also empty, unsubstantiated words. You maybe alluding to the Section 162 of the NFP Act, but why should we be guessing?

    Anyway, for the organizational conduct (like elections, meetings, and so forth) bylaw concretizes some provisions of the NFP Act for application in our case exclusively to the CFC. The NFP Act is the general law, while the wording in the CFC bylaw is a specific instruction for action.

    Accordingly, the burden of proof in this FIRST SITUATION is on you. You need to prove that our intention to convene a Meeting is wrong (if it is really wrong). You may not bother yourself to do this. We are fine with it. We’ll just convene a Special Meeting.

    SECOND SITUATION

    You have called the Spring Quarterly Meeting which should take place from April 11 to April 18. In the agenda of this meeting you included your Motion:

    5B Motions
    Motion 1:
    In the event that Nikolay Noritsyn is able to comply with CFC bylaws and requirements of the NFP Act and is able to put together a legal motion to ask for a special meeting of the voting members in order to remove President Vladimir Drkulec at a special meeting, I would vote:


    A. No, I am against holding a special meeting for the purpose of removing President Vladimir Drkulec
    B. Yes, if Nikolay Noritsyn manages to present a legal motion, I would be in favour of holding a special meeting for the purpose of removing CFC President Vladimir Drkulec.

    Attachments: First email from Noritsyn.
    Second email from Noritsyn.


    In response, we claimed that your Motion is not legal, that, according to the law, this issue (whether or not to convene a Special Meeting), cannot be the subject of a vote. Accordingly, we claimed that if this vote will take place, its results will be null and void. Finally, we urged you to remove your Motion from the Spring Quarterly Meeting’s agenda.

    The burden of proof in this SECOND SITUATION is on us. And we immediately provided our reasoning and legal grounds on the subject (see post #8 in this thread, paragraphs 3, 4, and 5).

  9. #19
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    Vlad, you are very clearly in the wrong here. You have admitted that you are in receipt of an email with 5 voting members requesting a special meeting, and including a motion to be voted on at that meeting.

    Of course nobody can *force* you and the board to call the meeting, but any of those 5 members would be perfectly within their rights to call the meeting at the conclusion of the waiting period. So it seems the meeting will happen, whether you like it or not.
    Christopher Mallon
    FIDE Arbiter

  10. #20
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    I have an important question to the CFC Directors that indirectly is related to the topic in this thread.

    In the CFC archive, I accidentally came across Les Bunning’s post, in which his status is indicated as a CFC Voting Member. I understand that Les is a respected member of the Canadian chess community, and that he was previously even CFC President (1979 – 1981 and 1990 – 1992). Les is currently practicing law in Ottawa at the law firm Bunning & Farnand LLP.

    At the same time, as the current CFC President Vladimir Drkulec has repeatedly informed us, Les Bunning is the official lawyer of the CFC. His legal advice has been used many times by Vlad in critical situations in making important fundamental decisions. In particular, for instance, on the basis of Les Bunning’s legal advice (at least, Vlad claims so), Vlad Drkulec single-handedly cancelled the unanimous decision of the CFC Board of Directors to dismiss the CFC Officer for inappropriate behaviour.

    My question to the CFC Directors is: how can a CFC Voting Member be an official lawyer of the CFC?
    In my view, there is an obvious conflict of interest that is not tolerated by the Law Society of Ontario.

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