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

[Egidijus Zeromskis]

How can you mislead with a question?

He does not get to pepper the board with motions which are continually being edited while continuing to ignore the requirements.

Good directors shall look back from time to time and amend bylaws to have a smooth operation of the corporation in future. We shall not waste our and members time on some unclear procedural matters. The procedure shall be clear for everyone - would it be submitting the motion/proposal or requesting the special meeting. You might look into other motions on this meeting how loose they are.

[Victor Itkin]

Any motion must follow a specific format and content. Sufficient to say that these requirements are established by the law
enacted by Parliament.
Up to this minute, neither the original motion or its subsequent amendments are valid. The Board of directors of the CFC have considered carefully the original motion and found that it did not respect either the format and / or the content of the law. Its following amendments were similarly flawed and, therefore, did not deserve further discussion.
As for whatever I read here until now, I respectfully submit that the whole effort of a motion remains blurry with regard to legal standard. Unless people start reading the Act (it is bilingual), there is no motion on the floor.

When discussing the reasons for the CFC President’s removal from office, much more important than Nikolay’s written requisitions are written requisitions which were (or were not) submitted to the CFC Board of Directors in order to convene the February Special meeting. After all, it is precisely the gross violations during the convocation and holding of the February Special meeting are imputed to the CFC President in the first place.

In this regard, I have 2 questions. I address these questions not to Vlad, but to the other five (at a time of the February Special meeting) CFC Directors: Egis Zeromskis, Lyle Craver, Fred McKim, Christina Tao, and Mark Dutton:

1. Did the CFC Voting Member Vladimir Drkulec submit any written requisition to the Board of Directors in order to convene the February Special meeting?
Please respond briefly, preferably in the “Yes” or “No” format.

2. Did the CFC Voting Member Vladimir Drkulec submit any written requisition to the Board of Directors in order to include into the February Special meeting’s agenda his Motion to enlarge the Executive by the addition of Patricia Gamliel as Director At Large?
Please respond briefly, preferably in the “Yes” or “No” format.

Dear CFC Directors!
Please do not shy away from a direct and honest answer to these questions. This is important for the topic under discussion.

If the answer to one or both questions is “Yes”, we kindly ask the CFC Secretary to post February written requisition(s) in this thread. Then, the Voting Members will be able to compare the written requisitions presented by Nikolay Noritsyn and by Vladimir Drkulec.

The Voting Members are entitled to know whether Vladimir Drkulec follows the law himself, or he believes that the laws are written not for him, but only for others.

[Vladimir Drkulec]

From Vlad's initial post "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".

I fully agree with the first part (about defamatory statements). However, I do have a serious problem with the second part (about lawyers and litigation). I think, everything should remain inside the "chess circle" (CFC, CMA, FQE, FIDE).

Very likely, I will not give my support to a person who starts a legal action or even just make a threats to do so for achieving his goals. Most likely, I will use my personal vote and my influence against him.

My goal in all these situations is to avoid litigation or at least to have the CFC in a legally defensible situation in the event that there is litigation. In order for us to be in a legally defensible situation we have to follow our own rules and we have to follow the laws of the land. We have to be ruled by our heads and not our hearts. We have to give people due process. We cannot make decisions based on whether someone is our friend or our enemy. We cannot judge someone without evidence. We cannot rely on hearsay from anonymous sources. We cannot circumvent our rules and FIDE's rules and Canada's laws because we want to be nice or we want to be liked or we want to preserve our legacy.

Simply reporting that we are in legal jeopardy should not be construed as a legal threat. It should be seen as a statement of reality. When things go to court, lawyers win. Early in my business career when I was teaching introductory finance at the University of Windsor as a sessional instructor the head of the department asked me to help a friend of his with a lawsuit of long duration with a question of valuation. I wound up preparing financial statements and projections. The man had been cheated out of his business. He was old. He had been involved in a decade long fight to get his money. I suspect that he died in part because of the stress of all that litigation. It was a sad case.

When Hal Bond approached me before the last election and asked if I was interested in a peaceful transition of power to Mahmud Hussain little did I realize the implied threat in that suggestion that I step aside for his anointed one. I soon learned. Somehow that is proper but I later learned that similar requests are considered improper. Whatever.

There is an underlying theme here voiced by individuals like Mr. Noritsyn and Mr. Mallon that it doesn't really matter who the CFC president is and that he and presumably any other member of the board can be replaced by a random man on the street and there will be no impact on the results that the CFC experiences. If I believed that, I wouldn't run for president. I would let someone else do all the work or not do all the work. It wouldn't matter according to these people.

Of course, we might go back to the situation we found ourselves in under Mr. Mallon's leadership that ultimately led to his resignation four months into his second term as president and the loss of our charitable status as charitable receipts were issued for non-charitable purposes. I do not know the full details of why he had to resign or who made the decisions to issue charitable receipts but bad leadership leads to bad results. Aside from Covid we are in a good place right now and we probably could survive bad leadership for a time but it would be very easy to lose our hard fought gains. Right now we have Sport Tourism Canada and that has removed a huge burden from the executive in that we have communities lining up to run the Canadian Open and CYCC. This was a major headache at the beginning of my presidency. In 2016 I found it easier to organize the tournaments myself rather than going through the process of trying to find someone else to do it. Relationships forged in 2018 are bearing fruit now and as far as 2024. If everything works out we won't have available slots for our major tournaments until 2025.

Hal Bond couldn't have been re-elected dog-catcher at the end of his term as CFC president. There were people mad at him for squandering the youth fund which had been shored up by corporate donations from the Ottawa CYCC and had disappeared in the maw of a failing CFC and its out of control office. There were lots of controversies which everyone has forgotten apparently in a rush to canonize Mr. Bond. I guess the 30% turnover in members means that we have a half life of under two years and the old scandals disappear from memory. There were lots of old scandals and some new ones which I have been informed of only recently.

Hal's chosen candidate for president clearly has no issue with offending the CMA, the FQE and FIDE judging from his postings in the recent special meeting. A leader has to look at the bigger picture and avoid trying to trade temporary tactical advantage for long term strategic losses. In the end entropy always wins but we can push that day one day, one week, one month, one year or one decade, further into the future. We could coast for a while but in the end, entropy will catch up with you. Your prospects will dry up. The wells will run dry. You have to keep drilling to find new water.

Lawyers and litigation are always present as a reality and a threat. To mitigate the threat you have to follow the rules of due process in every situation. There is a victim every time you bend the rules.

When Robert Hamilton sued us in small claims court for copyright infringement there were some who wanted to capitulate as the expedient alternative to a court fight despite the fact that it might establish a precedent that would have chilling effects on the chess community and the publishing of chess games in Canada. We fought.

[Victor Itkin]

You won't like what's coming closer to the meeting.

I was also trying to quote Vlad's yesterday post from this thread, but was not able to find it anymore. Was it removed?


My original intention was simply to ignore these irrelevant posts made by Vlad. But as he devoted a whole page to this legal case, and allowed himself frivolous comments on its results, the situation changed. Vlad left me no choice but to give my own brief comments on this case. Otherwise, the Voting Members may have a misconception. I apologize in advance to the Voting Members, who are likely have little interest in this topic.

One of the six shareholders of the Canadian corporation had a long-tern conflict with the other 5 shareholders (including myself). The conflict interfered with the normal conduct of the business, and five shareholders offered to by this one shareholder out. He refused, and instead sued the other 5 shareholders and the corporation itself. In the lawsuit, he demanded exorbitant financial compensation, and liquidation of the corporation.

At the trial, we received a very experienced judge who made a wise and the only correct decision in this situation. He ordered that the plaintiff is obliged to sell all his shares in the company to other 5 shareholders for the Fair Market Value of these shares (which was calculated by professional business valuators), and the other five are obliged to purchase these shares from him for that price. This was the essence of the court’s decision. The plaintiff was dissatisfied with the court’s decision, and filed the appeal, which he lost. The other 5 shareholders were happy to buy him out for the Fair Market Value, and to get rid of an inconvenient partner forever. Immediately after the trial, the company’s business went uphill and continues successfully to this day; and 5 shareholders became friends for life.

I have no clue, why Vlad decided to call acquisition of successful company’s shares for Fair Market Value a “catastrophic loss”. I call it “good investment”. This trial was not a “nightmare” for me, but an interesting experience. I am proud of my participation in this legal action, and consider it one of successful episodes in my business career.

Unlike Nikolay Noritsyn, I do not see these Vlad's posts as personal attack on me, but just as clumsy step of despair.

I apologies once again for this off-topic post, but it was not me who brought it up. I will no longer comment on this topic, even if Vlad will quote in this thread all 63-page court decision, which is publicly available in all Canadian legal databases.

[Vladimir Drkulec]

I was also trying to quote Vlad's yesterday post from this thread, but was not able to find it anymore. Was it removed?


My original intention was simply to ignore these irrelevant posts made by Vlad. But as he devoted a whole page to this legal case, and allowed himself frivolous comments on its results, the situation changed. Vlad left me no choice but to give my own brief comments on this case. Otherwise, the Voting Members may have a misconception. I apologize in advance to the Voting Members, who are likely have little interest in this topic.

One of the six shareholders of the Canadian corporation had a long-tern conflict with the other 5 shareholders (including myself). The conflict interfered with the normal conduct of the business, and five shareholders offered to by this one shareholder out. He refused, and instead sued the other 5 shareholders and the corporation itself. In the lawsuit, he demanded exorbitant financial compensation, and liquidation of the corporation.

At the trial, we received a very experienced judge who made a wise and the only correct decision in this situation. He ordered that the plaintiff is obliged to sell all his shares in the company to other 5 shareholders for the Fair Market Value of these shares (which was calculated by professional business valuators), and the other five are obliged to purchase these shares from him for that price. This was the essence of the court’s decision. The plaintiff was dissatisfied with the court’s decision, and filed the appeal, which he lost. The other 5 shareholders were happy to buy him out for the Fair Market Value, and to get rid of an inconvenient partner forever. Immediately after the trial, the company’s business went uphill and continues successfully to this day; and 5 shareholders became friends for life.

I have no clue, why Vlad decided to call acquisition of successful company’s shares for Fair Market Value a “catastrophic loss”. I call it “good investment”. This trial was not a “nightmare” for me, but an interesting experience. I am proud of my participation in this legal action, and consider it one of successful episodes in my business career.

Unlike Nikolay Noritsyn, I do not see these Vlad's posts as personal attack on me, but just as clumsy step of despair.

I apologies once again for this off-topic post, but it was not me who brought it up. I will no longer comment on this topic, even if Vlad will quote in this thread all 63-page court decision, which is publicly available in all Canadian legal databases.

You tell me!

From my recent personal experience:

One of the corporation’s shareholders sued the corporation itself and its other five shareholders (I was one of them) for a large sum. There was no settlement, and four years later the case went to court for 14-day trial. The guy (the plaintiff) was dissatisfied with the court judgment and, within the prescribed time, filed a Notice of Appeal with the Court of Appeal for Ontario. A week later, his lawyer filed an Amended Notice of Appeal. Three months later, he filed an Amended Amended Notice of Appeal. After another three months, he filed Amended Amended Amended Notice of Appeal. And, finally, after another 8 months, he filed Supplementary Notice of Appeal, which stated that this one amends and replaces all previous Notices.

Vlad, you are misleading Voting Members again. When you make such categorical and unsubstantiated statements about what one can do by law and what one can’t do, you are wishful thinking. If you continue to make such statements, please, in each case, clarify in which exactly law or bylaw is it said, and in what particular article or section.

The judge characterized it differently. His narrative of your behaviour does not cast you in such a heroic light.

Your behaviour towards Bimman is echoed in your behaviour towards me and in your language in the CFC forums and your advice on matters of corporate governance. You were the one that brought this case into the conversation. The $400,000 in Bimman's legal fees that you had to pay was the portion that can be ascribed to punishment for your actions. The CFC can't afford to pay $400,000 in legal fees. We don't have that much money so it is wise to refrain from actions that could result in such fees not to mention our own legal fees.

[58] Furthermore, the explanations of the origin of this police complaint offered up by Neiman and Itkine were so far-fetched and self-serving as to colour much of the rest of their evidence. Their evidence on this point left me guessing as to what was fact and what was fiction in their testimony. These two gentlemen, as intelligent and well-schooled in business as each is, would have been better off acknowledging their mistake in undertaking and reporting unproven allegations of fraud and embezzlement and moving on with the true essence of their case."


[222]I have not lost sight of the fact that Bimman was forced out of the management group as a result of exaggerated, if not unfounded, allegations of impropriety bordering on embezzlement. I have concluded that while Bimman’s resignation was perhaps ill-advised, the defendants, with Itkine at the helm, made his life positively miserable during this period of time. He had no alternative but to resign, if only to secure his entitlement to a healthy portion of the DMF, a negotiation which never took place, notwithstanding earlier promises from Itkine to the contrary.

[228]In my view, and not to repeat unduly what has been set out in great detail in the facts portion of this judgment, I find that the activities of Itkine and Neiman amounted to a “marked departure from ordinary standards of decent behavior.”

I must congratulate you though. When I studied the oppression remedy in business policy and business law classes it was impressed on me how difficult it was to prove oppression and you will forever be a part of business school and law school case studies because you managed to lose such a case. The judge did find oppression and did find that your behaviour was not as heroic as you suggest. The results of the appeal only nibbled around the edges of this central finding.

While you may be a brilliant business man who just happened to do business in a community where a branch of my family resided at the time, following your business advice could be hazardous to our CFC financial health.

https://www.canlii.org/en/#search/text=Bimman%20Itkine

[Christopher Mallon]

Vlad, I'm not sure why you keep bringing up partially fictitious past events which have absolutely nothing to do with you or your conduct as CFC President. So beyond this one paragraph, I'm not going to respond to any of it - unless you want to continue defaming me by blaming me for the loss of the CFC's charitable status, in which case I might go speak with a lawyer myself. I believe Kevin Spraggett's blog is the appropriate location for unfounded conspiracy theories.

I'll put it very plainly to you: Why do you feel it's okay for you to ignore or make up rules as you go along, yet you are the first to threaten others with consequences if they don't follow your personal interpretation of what the rules are/should be?

And as a follow-up: Why do you feel that this conduct is perfectly acceptable for a CFC President?

[Richard Bérubé]

It’s true that the Board of Directors of the CFC has an important role to play. It must ensure that the organization is well managed, that laws are upheld and that high standards of transparency and integrity are applied, but its role goes well beyond this fiduciary responsibility. The directors actively contribute to the development of the organization’s long-term vision. This vision should appear in a strategic plan. The directors are involved not only in preparing, developing and implementing the planning process, but also in monitoring its implementation. From the perspective of democratic governance, the members’ participation in defining the organization’s orientations is crucial. As such, the Board of Directors should, where necessary, establish consultation practices that encourage such participation.

In that regard, the FQE is very pleased with the recent meetings between both CFC and FQE Presidents. Other CFC Directors should take notice of the importance of those consultations.

[Patricia Gamliel]

I'm asking. You might answer as well -- where does the Non for profit Act set requirements for the motion of the removal like charges or whatever shall be in the motion? If it is not in the Act, please provide other Act/Law where it would have a process (procedure) of the removal of the director of the non for profit organization.

I'm a chess player -- I want to see variations, not just the evaluation of the position

I am not here to teach anyone Canadian law. I answered you. You will have to do your own research.

[Christina Tao]

Christina Tao has indicated that she would second it if we are talking about my motion.

Yes, I second this motion.

Christina

[Victor Itkin]

I'm asking. You might answer as well -- where does the Non for profit Act set requirements for the motion of the removal like charges or whatever shall be in the motion? If it is not in the Act, please provide other Act/Law where it would have a process (procedure) of the removal of the director of the non for profit organization.

I'm a chess player -- I want to see variations, not just the evaluation of the position

Egis,

I am not a lawyer, but I am pretty sure that there is no other act than Canada NFP Act which regulates Director's removal for non-for profit organizations. Ontario NFP Act is expected to be taken later in 2021.

The NFP Act itself does not say much, but there are interpretations of this Act issued by the Government of Canada, which provide some more details. You may look at
https://corporationscanada.ic.gc.ca/...04.html#toc-05

Section "Directors terms and vacancies on the board of directors"

Lawyers often are trying to make things more complicated than they really are.