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

  1. #11
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    Quote Originally Posted by Egidijus Zeromskis View Post
    If that will come to any a voting it shall be a ballot vote.

    Meanwhile someone needs to seconded the motion itself.

    Christina Tao has indicated that she would second it if we are talking about my motion.
    Last edited by Vladimir Drkulec; 04-11-2021 at 06:10 PM.

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    Quote Originally Posted by Vladimir Drkulec View Post
    “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.
    This issue has now become insignificant since this meeting is already underway.

    I suggest focusing on the main topic of this thread - why we believe you should be removed from office. Since I was not the first originator of this Motion, I will give the authors the opportunity to speak first. If they miss anything important, I will clarify my position.

  3. #13
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    Quote Originally Posted by Victor Itkin View Post
    This issue has now become insignificant since this meeting is already underway.

    I suggest focusing on the main topic of this thread - why we believe you should be removed from office. Since I was not the first originator of this Motion, I will give the authors the opportunity to speak first. If they miss anything important, I will clarify my position.
    I think each and every one of you need to make a statement of your case for removal.

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    Quote Originally Posted by Victor Itkin
    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.
    So you want that upside down rook to be a queen despite the rules. If you want to overturn the results of an election, you need to at least be competent enough to read and follow the rules. You are asking me to waive the rules. I decline to do that.

    http://www.chesscanada.info/forum/sh...7294#post37294

    Quote Originally Posted by Justice Gans
    "[4] I again observe, for what it might be worth, the fact that agreement between the parties could not be reached on even the most basic of issues, namely the amount and timing of interest, underscores the view expressed in the judgment proper, namely that this war will continue until the last of the combatants falls on his own sword, a stance which is more than a tad regrettable."



    2) "Regrettably, particularly with the evidence of the plaintiff and his chief antagonist, the defendant Victor Itkine (“Itkine”), their evidence was so infused by vitriol that the details were often obscured."

    https://www.canlii.org/en/on/onsc/do...15onsc2313.pdf
    "Neiman beat a path to Itkine’s door and convened a meeting of the Investor Group [...]
    The Investor Group passed the following resolution [...] which provided in clear and unequivocal terms that Bimman was effectively to be “charged and convicted” before any inquiry, let alone trial had occurred."
    Hm-m... Sounds familiar. ;-)

    "12 I am persuaded that the plan to “uncover” Bimman’s intentions, or to put it otherwise, to entrap him, was conceived by Itkine and/or Neiman."

    "Bimman was forced out of his position by the actions of the Investor Group, spearheaded by Itkine [...] To adopt the word used by Itkine [...] I am satisfied on a balance of probabilities that Bimman was “stripped” of his office."

    "[55] The matter did not end with the Itkine email. Unbeknownst to Bimman, the Investor Group wrote a letter, and transmitted documents allegedly in support thereof, to the Major Fraud Unit of the York Regional Police. [...] The letter concluded with what turned out to be an ill-conceived request for the laying of criminal charges against Bimman and BRESI.

    [56] Nothing came out of this reportage: the Police directed the combatants to sort out their issues civilly, if not with civility. I note that the defendants did not bathe themselves in any form of glory when this event was mined by counsel for the plaintiffs in his cross-examination of the individual defendants."

    "[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.

    Page: 61 denunciation, deterrence and retribution, once the damages for conduct in dismissal were awarded.123

    [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.” Among other things, the conduct which forms the subject of the award of punitive damages is the following: (1) surreptitiously using the Lambert contract to pillory Bimman; (2) furthering their agenda to rid CEL of Bimman, to the point that they (unsuccessfully) attempted to engage the good offices of the local constabulary to do their bidding; and (3) in the constant harangue that filled the minutes of the shareholders meetings.
    Quote Originally Posted by Justice Gans
    [229]Bimman was not the most sympathetic plaintiff. He was often haughty during the course of the trial and, as is evidenced in the minutes and other exchanges between the parties, he was quick to criticize his opponents, a personality trait which no doubt infused his dealings with Neiman and the other members of the Investor Group from the early days of the project. However, he was not deserving of the treatment to which he was subjected. Itkine and Neiman used a “misunderstanding,” about which Neiman was fully apprised, in their ongoing battle between themselves and Bimman. [230] Furthermore, I am somewhat skeptical about the bona fides of the ARCAM Holdings mortgage proposal and whether the requested ‘personal’ information was truly necessary as a pre-condition for financing, particularly since the Defendants did not call ARCAM’s principal to testify. I was also more than modestly concerned that Itkine had breached the terms of the November Agreement by reporting the nature and contents of Bimman’s comments at the relevant shareholders meeting to Mr. McCleave. There was no valid business reason for such disclosure and it amounted to a violation of the November Agreement.124It is not unreasonable to infer that this purposeful disclosure would have the intended result of a threatened suit against Bimman for defamation, with the full support and encouragement of at least Itkine, if not Neiman.

    [231]In the final analysis, I am of the view that an award of punitive damages of $25,000 is appropriate in the circumstances. In doing so, I acknowledge that some modest form of compensatory damages is already included in the award of a bump-up to Bimman’s share of the DMF, calculated above.123Honda Canada Inc. v. Keays, 2008 SCC 39 at paras. 68-69, [2008] 2 S.C.R. 362.124Article 2.04(a). The second sentence of that provision reads: “Each Shareholder and Director agrees that he/she will keep all matters pertaining to the Corporation strictly confidential other than normal disclosures (e.g. brochures, financing offers and documents) made in the course of business.”2015 ONSC 2313 (CanLII)

    Page: 62[232] This sum, however, shall only be payable by Messrs. Itkine and Neiman in their personal capacity, and not by CEL or the remaining shareholders, since the denunciation is directed at them for such appalling behaviour
    I would submit that you are picking up where you left off in that action in your dealings and attempted smears against me.

    The punitive damages were reversed on appeal though only because the opposing counsel applied for them late in the trial.

    Like Judge Gans suggested, I suggest that you move on with the true essence of your case.
    Last edited by Vladimir Drkulec; 04-11-2021 at 07:38 PM.

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    Quote Originally Posted by Vladimir Drkulec View Post
    Christina Tao has indicated that she would second it if we are talking about my motion.
    In principle the motion shall be seconded before it goes into the discussion. That the elementary rule of order of the meeting. Practiced by the CFC all the time except the previous meeting.
    .*-1

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    Lets have an overview of recent events.

    Drkulec has called for a special meeting in February for a vote on the FIDE Representative. His fellow members of the Executive have stated opinions that this was not the proper procedure to determine the FIDE representative position. Drkulec has used the similar argumentation we are using to call our special meeting to remove the president. 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. Has Drkulec submitted any paper work (like I did) to make the meeting happen? https://www.chesscanada.info/forum/s...6013#post36013

    "By my reckoning that is three people that have requested a vote in this forum. I also request a meeting. This is well beyond the 5% threshold to call a special meeting. I hereby declare that we shall have a special meeting Sunday February 21, 2021 through Thursday February 25, 2021. There will also be a regular quarterly meeting on April 11 through April 18, 2021. " So simple.

    Somehow, the special meeting in February grew from one issue (FIDE Representative vote) to also include another, a vote on enlarging the Executive by appointing Patricia Gamliel. Possibly, Drkulec submitted a carefully worded new motion for the special meeting, to include this new motion, with support of at least 5% of the voting members (we just don't know about it). Or perhaps - double standards.

    Regarding this new motion on enlarging the executive, there was a point of order made by Egis Zeromskis, which was for many days ignored by the President. When it was finally put to a vote, the vote was open already after the 'motion to enlarge the executive' was opened, and it ran concurrently - which is another gross violation of the law, as was pointed out by Christopher Mallon, Egis Zeromskis and other voting members.

    Drkulec quietly ignored a request to post the current Canadian Chess Champion Evgeny Bareev's thoughts and endorsement of Victor Plotkin, a candidate that Drkulec did not support to win.

    I submitted my motion to call on a special meeting to remove the president over a month ago. https://www.chesscanada.info/forum/s...-CFC-President I have been ignored ("I would have thought that you would have received the email by now but it should be in the pipeline."), I have submitted the motion and then corrected it a few times to satisfy the requirements of the CFC By-laws and NFP Act. I have been belittled and called an adolescent https://www.chesscanada.info/forum/s...7381#post37381 (though I'd argue others had worse descriptions). What is a very simple matter, a basic democratic right of the voting members to call a special meeting, is being denied and ignored.

    To summarize - the President has a habit to not follow the law when it suits him, of which he likes to accuse others. In my opinion, this is more than enough ground to remove the President, without even mentioning other recent events involving FIDE, Hal Bond, etc.

    Victor Itkin above: "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 vote on whether or not to convene a Special Meeting is not legal. However, I agree with Victor. Lets see what the voting members think and have to say.

  7. #17
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    From the opening comments of chair thread -

    "Perhaps over the course of this meeting they will be able to articulate their reasons but I am not overly confident of this given their recent track record. Four of the five people who are listed as possible sponsors of this meeting have issues with defamatory posts which may or may not come to haunt them in the near future but we should probably not jump too far ahead of the issue at hand."

    I am sincerely curious about the "recent track record" and "defamatory posts". It may or may not come to haunt me and the others, but I would at least like to see a quote or two.

    Also - Drkulec's posts about Victor Itkin's past law cases are some kind of personal attack I fail to understand the depth of (which is okay), but are also completely irrelevant and offtopic here (which is probably not okay and should be removed).

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    Quote Originally Posted by Nikolay Noritsyn View Post
    From the opening comments of chair thread -

    "Perhaps over the course of this meeting they will be able to articulate their reasons but I am not overly confident of this given their recent track record. Four of the five people who are listed as possible sponsors of this meeting have issues with defamatory posts which may or may not come to haunt them in the near future but we should probably not jump too far ahead of the issue at hand."

    I am sincerely curious about the "recent track record" and "defamatory posts". It may or may not come to haunt me and the others, but I would at least like to see a quote or two.

    Also - Drkulec's posts about Victor Itkin's past law cases are some kind of personal attack I fail to understand the depth of (which is okay), but are also completely irrelevant and offtopic here (which is probably not okay and should be removed).
    Mr. Itkin chose to lecture us on the subtleties of corporate governance. I chose to show you what his advice led him to and which path I declined to lead the CFC down.

  9. #19
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    Quote Originally Posted by Vladimir Drkulec View Post
    I think each and every one of you need to make a statement of your case for removal.
    While they can they are not required. Especially the each and every one as you write.

    For the proposal to get on the notice:

    "(a) state the nature of that business in sufficient detail to permit a member to form a reasoned judgment on the business;"



    The persons submitting the motion could discuss during the meeting but that would be far from statements.

    Only the director who is under the question of removal may submit the statement opposing the removal.

    Statement of director

    131 (1) Subject to the by-laws, a director is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing the removal or replacement of the director if a meeting is called for that purpose.

    Circulating statement

    (2) A corporation shall immediately give notice to the members of the statement in the manner referred to in section 162.

    Statement to Director

    (3) A corporation shall immediately send a copy of the statement to the Director.



    (FYI: Director here is a special Government one.)
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  10. #20
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    Quote Originally Posted by Nikolay Noritsyn View Post
    Lets have an overview of recent events.

    Drkulec has called for a special meeting in February for a vote on the FIDE Representative. His fellow members of the Executive have stated opinions that this was not the proper procedure to determine the FIDE representative position.
    A difference of opinion is not grounds for removal.
    Drkulec has used the similar argumentation we are using to call our special meeting to remove the president.
    There are additional requirements for removal of a director. Calling a meeting with the support of a director is different than calling a meeting with no director support. I was only one vote on the executive in the case of your proposal but you got zero votes beyond two abstentions.


    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. Has Drkulec submitted any paper work (like I did) to make the meeting happen? https://www.chesscanada.info/forum/s...6013#post36013

    "By my reckoning that is three people that have requested a vote in this forum. I also request a meeting. This is well beyond the 5% threshold to call a special meeting. I hereby declare that we shall have a special meeting Sunday February 21, 2021 through Thursday February 25, 2021. There will also be a regular quarterly meeting on April 11 through April 18, 2021. " So simple.

    Somehow, the special meeting in February grew from one issue (FIDE Representative vote) to also include another, a vote on enlarging the Executive by appointing Patricia Gamliel. Possibly, Drkulec submitted a carefully worded new motion for the special meeting, to include this new motion, with support of at least 5% of the voting members (we just don't know about it). Or perhaps - double standards.
    Why do you suppose that no one on the executive supported your motion at either the first or the second meeting when it was put to the executive?


    Regarding this new motion on enlarging the executive, there was a point of order made by Egis Zeromskis, which was for many days ignored by the President. When it was finally put to a vote, the vote was open already after the 'motion to enlarge the executive' was opened, and it ran concurrently - which is another gross violation of the law,
    Which law was violated? Statute?

    as was pointed out by Christopher Mallon, Egis Zeromskis and other voting members.

    Drkulec quietly ignored a request to post the current Canadian Chess Champion Evgeny Bareev's thoughts and endorsement of Victor Plotkin, a candidate that Drkulec did not support to win.
    I am not required to repost defamatory material about the FIDE president. I reposted every other post supporting Victor Plotkin that did not contain defamatory material. Perhaps my fiduciary duty to the CFC requires that I decline to insult the FIDE president when I think he is doing a good job. Someone else posted the post complete with defamatory material. If I post the defamatory material and Mr. Dvorkovich decides to sue me and the CFC I will have no defense and neither will the CFC.


    I submitted my motion to call on a special meeting to remove the president over a month ago. https://www.chesscanada.info/forum/s...-CFC-President I have been ignored ("I would have thought that you would have received the email by now but it should be in the pipeline."), I have submitted the motion and then corrected it a few times to satisfy the requirements of the CFC By-laws and NFP Act.
    You have corrected it a few times but it is not yet correct according to the CFC board of directors and the NFP Act and the CFC bylaws.


    I have been belittled and called an adolescent https://www.chesscanada.info/forum/s...7381#post37381 (though I'd argue others had worse descriptions). What is a very simple matter, a basic democratic right of the voting members to call a special meeting, is being denied and ignored.
    If that is the case, why are you not impeaching the whole board? With respect to the insults I think they are much restrained compared to the ones that you and your group have directed at me on the CFC forum, Chesstalk and previously Chess.com come to think of it. You are demanding that I play nice while you never do.


    To summarize - the President has a habit to not follow the law when it suits him, of which he likes to accuse others. In my opinion, this is more than enough ground to remove the President, without even mentioning other recent events involving FIDE, Hal Bond, etc.
    I disagree with your characterization of my actions. And what other recent events involving FIDE, Hal Bond, etc. are you referring to? Specifics please.

    Victor Itkin above: "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."
    There are not unequal rules, there are just laws. You have not met any reasonable burden of proof.

    The vote on whether or not to convene a Special Meeting is not legal.
    That word does not mean what you seem to think it means.


    However, I agree with Victor. Lets see what the voting members think and have to say.

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