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Thread: 5A1 Noritsyn, Itkin et al campaign to remove the CFC president

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    Default 5A1 Noritsyn, Itkin et al campaign to remove the CFC president

    This is the discussion thread for the issues surrounding the attempt by Mr. Noritsyn, Itkin, Hussain, Clark and Clarke to remove the CFC president. Hopefully at the end of this discussion we will understand the issues and these individuals motivations for and actions in support of this effort which are important in assessing the legalities associated with this action which they are contemplating. This is an unneeded distraction which is intended to disturb the operation of the executive. These individuals have yet to explain themselves preferring to try to engage me in multiple arguments which I have mostly refrained from engaging in as I have been extremely busy in advancing CFC priorities.

    Some of the posts by Hal Bond and these individuals have been reckless in throwing a large number of charges against the wall, none of which are supported by evidence.

    Everyone should refrain from making defamatory statements about anyone as many lawyers have already been consulted and this and many related situations may result in litigation. If some of you want to be stupid please don't involve the CFC in your stupidity.

    One person who is intent on giving lessons in corporate governance is Mr. Itkin who seems to wish to return to patterns of behaviour that have already been very costly for him. My goal in all of these situations is to follow our established procedures giving all parties due process. I am not going to go deep into the weeds as Mr. Itkin seems to want to drag us but we only have to look at the results that he has achieved by such actions in the past (loss of a court case which went through years of litigation ending up in the Ontario Supreme court and leading to judgments of $800,000+, and legal fees and other amounts of over $400,000 for the plaintiff which ultimately were in the $1.2 million range). The court case has echoes of Mr. Itkin's behaviour towards me. If we need to go there I have familiarized myself with the case which was slightly reduced on appeal. He lived the nightmare that I was trying to avoid for the CFC but he doesn't appear to have learned any lessons.

    These are exactly the type of catastrophic results and high legal fees which we should want no part of. For your own sakes be careful what you say. There are four of the individuals and Hal Bond sitting out on a very dry twig of a branch. I wouldn't want to be them if this is resolved in court.

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    This is where I will tell my story but it will take some time to properly fill out.

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    Whether or not you should be removed being a separate point, Vlad could you please explain your rationale for ignoring a legally submitted request for a special members meeting?
    Christopher Mallon
    FIDE Arbiter

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    Quote Originally Posted by Christopher Mallon View Post
    Whether or not you should be removed being a separate point, Vlad could you please explain your rationale for ignoring a legally submitted request for a special members meeting?
    That one is simple. There is not a legally submitted request for a special members meeting that meets the requirements of our bylaw and the NFP act. The board voted to decline to proceed with the original application. The voting members have not sufficiently resolved the outstanding issues in their application. They should probably hire a lawyer who can read and understand the law and the CFC bylaw.

    They have the opportunity to discuss it right here in this meeting but I suspect that they will try to use the point of order gambit to try and short circuit the process. They telegraphed that one.

    You can't call for a special meeting when there is a regular meeting scheduled. They should resolve the issue here first and articulate their case in a way that meets the requirements and then we can look at whether the special meeting is required or not.

    Every CFC member including the president is entitled to due process. This case is a bit more complicated because it also requires submissions to the Director of Corporations for Canada. No shortcuts allowed.
    Last edited by Vladimir Drkulec; 04-11-2021 at 01:25 PM.

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    Quote Originally Posted by Christopher Mallon
    Whether or not you should be removed being a separate point, Vlad could you please explain your rationale for ignoring a legally submitted request for a special members meeting?
    Quote Originally Posted by Vladimir Drkulec View Post
    They have the opportunity to discuss it right here in this meeting ...
    I have already substantiated this point once in another thread and received no intelligible objections – only excuses
    (see https://www.chesscanada.info/forum/s...resident/page2, posts #8 and #18).

    In fact, we do not need to prove our right to convene a Special Meeting – it is directly written in the new CFC bylaw. If today we call a Special Meeting for May 3rd (21 days from now), you couldn’t have cancelled it. But we don’t want to unnecessarily waste the time of the Voting Members, who are probably tired of frequent meetings.

    Therefore, in chess language, we will give you a head start: in order to stay in your CFC position, it will be sufficient for you to win the vote once – at this meeting, and in order to remove you from office we will have to win the vote twice in a row – first at this meeting, and then at a Special one. Since you refused to play on an equal footing, let it be so. We accept your challenge to play by unequal rules.

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    Quote Originally Posted by Victor Itkin View Post
    I have already substantiated this point once in another thread and received no intelligible objections – only excuses
    (see https://www.chesscanada.info/forum/s...resident/page2, posts #8 and #18).

    In fact, we do not need to prove our right to convene a Special Meeting – it is directly written in the new CFC bylaw. If today we call a Special Meeting for May 3rd (21 days from now), you couldn’t have cancelled it. But we don’t want to unnecessarily waste the time of the Voting Members, who are probably tired of frequent meetings.

    Therefore, in chess language, we will give you a head start: in order to stay in your CFC position, it will be sufficient for you to win the vote once – at this meeting, and in order to remove you from office we will have to win the vote twice in a row – first at this meeting, and then at a Special one. Since you refused to play on an equal footing, let it be so. We accept your challenge to play by unequal rules.
    The law is the law. It is not optional.

    So why do you think that I should be removed?

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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.
    Quote Originally Posted by Victor Itkin View Post
    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.

    Quote Originally Posted by Victor Itkin View Post
    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).
    For the voting members these are posts Mr. Itkin identified.
    Last edited by Vladimir Drkulec; 04-11-2021 at 07:01 PM.

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    If that will come to any a voting it shall be a ballot vote.

    Meanwhile someone needs to seconded the motion itself.
    .*-1

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    Quote Originally Posted by Victor Itkin
    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?
    166 Directors calling meeting(3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the requisition, unless



    • (b) the directors have called a meeting of members and have given notice of the meeting under section 162;


    https://laws-lois.justice.gc.ca/eng/...7.html#docCont

    https://laws-lois.justice.gc.ca/PDF/C-7.75.pdf
    Last edited by Vladimir Drkulec; 04-11-2021 at 05:54 PM.

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    “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.”


    Please let us know when you think you have met that requirement.

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