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Thread: 5A2 CFC Handbook

  1. #1
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    Default 5A2 CFC Handbook

    The executive had a long meeting last night discussing some modifications and clarifications to the current bylaws and possibly the articles of the CFC.

    Our next step will be to look at ways to integrate some portions of the old handbook into a new framework in order to formalize our current processes which are still based in part on the old handbook.

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    I suggest having multiple "Handbooks" with different levels of legality, formality, flexibility, and changeability. For discussion purposes, with everything subject to change (including the names), we could have:

    • "Bylaws": Having only what is required by the NFP Act. Changes to this requires a very formal legal process, notifying the government, and may require legal advice.
    • "Policies": Having procedures that must be followed (but without the legality and inflexibility of the Bylaws). Changes to this requires a vote by the VMs or (temporarily) Board of Directors approval.
    • "Guidelines": Having strong and weak recommendations that may be ignored when circumstances are extenuating. Changes to this are made by the author of the guideline, but also as directed by the VMs.

    Some examples: Paragraph 615 of the old CFC Handbook says "All boards, chess pieces and clocks should be properly set up and ready to go 30 minutes before the start of the round". That, I think we can all agree, does not need to be a legal commitment in the "Bylaws" and registered with the government of Canada. It does not even need to be in the CFC "Policies" as something that MUST be adhered to. It is, however, a good (although weak) recommendation and so would go in the "Guidelines". FYI, there is a surprising amount of things like this in the old CFC Handbook.

    Another example: Section 9 describes the process for Canada's Olympic team. I suggest this should not be a legal commitment in the "Bylaws" since we need some flexibility in unforeseen situations (like pandemics) but it does need to be more than just a guideline. So, into the "Policies" it would go.

    The bylaws in the CFC's current NFP Continuance already have what's required by the NFP Act. I suggest not adding to it. Only changing it for clarifications or removing things that belong elsewhere. Most of what remains in the old CFC Handbook would probably go into the "Polices" or "Guidelines".

  3. #3
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    Quote Originally Posted by Don Parakin View Post
    I suggest having multiple "Handbooks" with different levels of legality, formality, flexibility, and changeability. For discussion purposes, with everything subject to change (including the names), we could have:

    • "Bylaws": Having only what is required by the NFP Act. Changes to this requires a very formal legal process, notifying the government, and may require legal advice.
    • "Policies": Having procedures that must be followed (but without the legality and inflexibility of the Bylaws). Changes to this requires a vote by the VMs or (temporarily) Board of Directors approval.
    • "Guidelines": Having strong and weak recommendations that may be ignored when circumstances are extenuating. Changes to this are made by the author of the guideline, but also as directed by the VMs.

    Some examples: Paragraph 615 of the old CFC Handbook says "All boards, chess pieces and clocks should be properly set up and ready to go 30 minutes before the start of the round". That, I think we can all agree, does not need to be a legal commitment in the "Bylaws" and registered with the government of Canada. It does not even need to be in the CFC "Policies" as something that MUST be adhered to. It is, however, a good (although weak) recommendation and so would go in the "Guidelines". FYI, there is a surprising amount of things like this in the old CFC Handbook.

    Another example: Section 9 describes the process for Canada's Olympic team. I suggest this should not be a legal commitment in the "Bylaws" since we need some flexibility in unforeseen situations (like pandemics) but it does need to be more than just a guideline. So, into the "Policies" it would go.

    The bylaws in the CFC's current NFP Continuance already have what's required by the NFP Act. I suggest not adding to it. Only changing it for clarifications or removing things that belong elsewhere. Most of what remains in the old CFC Handbook would probably go into the "Polices" or "Guidelines".
    This is a great post, Don, and a great idea. This will help CFC to avoid a mess which we currently have with the old Handbook.

    I would suggest minor modifications in titles. "Bylaws" related only to NFP Act I propose to name "Bylaw 1"; "Policies" related specifically to major chess issues (Olympiad teams, CYCC, WYCC, etc.) I propose to name "Bylaw 2". They are still bylaws for CFC, but not regulated by the NFP Act and by Parliament. This would be similarly to the corporations - many corporations have bylaw 1 and bylaw 2.

    And "Guidelines" are "Guidelines".

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    Don,


    As for your suggestion regarding splitting the handbook in portions - right, that the way it shall be (and in principle it was). It is a handbook to look for reference when it is needed. Some things are bonded to the Act (Articles and ByLaws), some things come from the practice (lets say the organization CYCC or ratings); some helpful material (organizing the club).

    To add on the top of the list - "Articles" and somewhere the "Mission"

    The "Article" is a special document Articles of Continuance form 4031. Due to its nature of having small input fields, it botched actual Articles section (6) what are on the website (that how Vlad's explained the reduction of the text). The section (6) is about "purpose of the corporation". The actual Articles and ByLaws can be downloaded from the Government website. The PDF is attached for the articles Continuance.pdf

    The possibility to change (amend) Articles - a special resolution voted by members. Then $200 fee to file online with the government on a form 4004 (hopefully without trimming the text LOL

    Changing ByLaws is a little bit simpler as does not require fee and in some cases might be done (if needed immediately) by directors and later approved by members. Then about a year period to file with government.


    The directors formed a committee to changes Articles and ByLaws (Vlad, Patricia, me). For the nature of required changes it would be great to have members on it as well. imho, itwill be not a good practice for the meeting when the motion is moved by the president (chair), and seconded by the vice-president.

    Of course there is a need for people to overlook other Handbook sections and bring them to update.
    .*-1

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    Quote Originally Posted by Don Parakin View Post
    I suggest having multiple "Handbooks" with different levels of legality, formality, flexibility, and changeability. For discussion purposes, with everything subject to change (including the names), we could have:

    • "Bylaws": Having only what is required by the NFP Act. Changes to this requires a very formal legal process, notifying the government, and may require legal advice.
    • "Policies": Having procedures that must be followed (but without the legality and inflexibility of the Bylaws). Changes to this requires a vote by the VMs or (temporarily) Board of Directors approval.
    • "Guidelines": Having strong and weak recommendations that may be ignored when circumstances are extenuating. Changes to this are made by the author of the guideline, but also as directed by the VMs.

    Some examples: Paragraph 615 of the old CFC Handbook says "All boards, chess pieces and clocks should be properly set up and ready to go 30 minutes before the start of the round". That, I think we can all agree, does not need to be a legal commitment in the "Bylaws" and registered with the government of Canada. It does not even need to be in the CFC "Policies" as something that MUST be adhered to. It is, however, a good (although weak) recommendation and so would go in the "Guidelines". FYI, there is a surprising amount of things like this in the old CFC Handbook.

    Another example: Section 9 describes the process for Canada's Olympic team. I suggest this should not be a legal commitment in the "Bylaws" since we need some flexibility in unforeseen situations (like pandemics) but it does need to be more than just a guideline. So, into the "Policies" it would go.

    The bylaws in the CFC's current NFP Continuance already have what's required by the NFP Act. I suggest not adding to it. Only changing it for clarifications or removing things that belong elsewhere. Most of what remains in the old CFC Handbook would probably go into the "Polices" or "Guidelines".
    Some policies are the purview of the executive. They can be approved by the voting members but if they are micromanaged then you run the risk of the voting members becoming the board which then opens them up to the legal liabilities implied.

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    Back in 2014 the direction to the Executive was quite clear that the mandate was 'minimal changes to comply with the new Act but no wholesale Handbook revision'.

    I thought then and still do that this was a sound policy though we've never carried it the full way into embedding it into the 'new' documents.

    Fundamentally whatever problems the Handbook has I do think what problems the CFC has (and I have my own 'shopping list') I don't think it's primarily Handbook related.

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    Quote Originally Posted by Lyle Craver View Post
    Back in 2014 the direction to the Executive was quite clear that the mandate was 'minimal changes to comply with the new Act but no wholesale Handbook revision'.

    I thought then and still do that this was a sound policy though we've never carried it the full way into embedding it into the 'new' documents.

    Fundamentally whatever problems the Handbook has I do think what problems the CFC has (and I have my own 'shopping list') I don't think it's primarily Handbook related.
    We are seven years beyond 2014. I'm not sure if this is true but I've read that we have exchanged every atom in our bodies for a new one over the course of those seven years. Perhaps the only way to get a new handbook is to let go of the old one with all the implications that entails.

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    Quote Originally Posted by Vladimir Drkulec View Post
    Some policies are the purview of the executive. They can be approved by the voting members but if they are micromanaged then you run the risk of the voting members becoming the board ...
    I did not want to touch on the topic of who comes up with the content, rules, etc. That's an entirely different bun fight I hope to stay out of.

    The point I hoped to make was *where* to put stuff, not *who* comes up with it. Of course not every decision, action, etc must go into a bylaw, policy, or guideline. But when it does make sense to do so, I believe the NFP-required "Bylaws" should be kept minimal especially if as Egis says it costs $200 whenever anything is changed. Further, mandatory ("Policies") and recommended ("Guidelines") stuff should be separate too, whenever it makes sense. I'm all for pragmatism.

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    Quote Originally Posted by Don Parakin View Post
    I did not want to touch on the topic of who comes up with the content, rules, etc. That's an entirely different bun fight I hope to stay out of.

    The point I hoped to make was *where* to put stuff, not *who* comes up with it. Of course not every decision, action, etc must go into a bylaw, policy, or guideline. But when it does make sense to do so, I believe the NFP-required "Bylaws" should be kept minimal especially if as Egis says it costs $200 whenever anything is changed. Further, mandatory ("Policies") and recommended ("Guidelines") stuff should be separate too, whenever it makes sense. I'm all for pragmatism.
    Changing articles is costly. Changing bylaws is actually free, you can do it once or ten times and then mail it along to the Director of Corporations within a year. Right now the bylaws are only concerned with corporate governance and they definitely should stay that way. The non-smoking policy does not need to be part of our bylaws.
    Last edited by Vladimir Drkulec; 04-13-2021 at 01:45 PM.

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    Quote Originally Posted by Vladimir Drkulec View Post
    Some policies are the purview of the executive. They can be approved by the voting members but if they are micromanaged then you run the risk of the voting members becoming the board which then opens them up to the legal liabilities implied.
    Under the NFP Act, the VM have absolutely no authority to manage the Non-Profit. If they disagree with the board of directors, there sole short term legal action not requiring the intervention of a judge is to remove the directors. But if the action with which the VM disagreed will bring personal liability to the directors, it is likely that the new directors will also disobey the VM.

    The VM are not governing the CFC, they set the Article of Incorporation and the bylaws. Any intervention of the VM in the governance could lead them to be recognized by the tribunal as a de facto director, with the same liabilities as the genuine directors. I must add that the only practical cases of de facto directors that I have seen were all CRA going after a de facto director of an insolvent for profit corporation. As Martel wrote, previous cases involving non-profits are rares an most example in his book are taken from the for profit law when both are identical.

    We must have flexibility in the Handbook to adapt to new FIDE requirements without a VM vote.

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