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Thread: 11.F Increasing the size of the board to nine

  1. #11
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    Quote Originally Posted by Pierre Dénommée View Post
    On the contrary, I find the number to be very relevant. A board with only three directors is subject to hostile takeover bu a group of two friends who can disregard the work of the third director or even decide everything between themselves before the board meeting begins. Too many directors runs the risk of the failure to elect the minimum number of directors which is catastrophic for the organization.

    More realistically, the mains problem of a too large board of directors is "deadwood". This can be eliminated with good Article of Incorporation and bylaws. Each Governor at Large should be assigned in writing responsibility such as chairman of a committee, get Federal funding, responsible of Chess in Prison... This would make possible to evaluate the Governor at Large and eventually remove him if none of his task has been done.

    Furthermore, any project that has a supporter on the board of directors will usually advance much faster then a project without any support at the top.

    Many information are labelled "Confidential" and cannot be shared with volunteers who are not on the board. A volunteer may not be able to help because the board cannot tell him all the truth.

    Last, a board member will feel more implication then a mere volunteer.

    I believe the minimum number of directors is one and practically three if we are a soliciting corporation or receive funds from public bodies like the federal government which is not yet the case.

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    Quote Originally Posted by Vladimir Drkulec View Post
    I believe the minimum number of directors is one and practically three if we are a soliciting corporation or receive funds from public bodies like the federal government which is not yet the case.
    Currently, the CFC is on minimum 3 maximum 10 directors as declared in our Articles of Incorporation. The NFP Act allows for a single director, but at the next AGM after becoming soliciting, the VM must increase the number and abide by all the required conditions for a soliciting corporation.

    Soliciting corporations must have a minimum of three directors, at least two of whom are not officers or employees of the corporation or its affiliates. That's funny because the FQE president would qualified as not being from an affiliated organization, but the OCA president wouldn't.
    Last edited by Pierre Dénommée; 08-26-2021 at 04:30 PM.

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    Quote Originally Posted by Patricia Gamliel View Post
    I don’t write, here, in theory. I write based on my wide experience sitting on boards and committees for a large part of my life.
    Neither do I. Since 1992, I am been sitting continuously on at least one non-profit board of directors. I have experimented with many odd number of directors, and my experience is to avoid 3 at all cost. 5, 7 and 9 are nice, 9 being the best if alternate opinions/solutions to the problem being debated are actively sought. The main danger of 5 is that everybody will think in the same way, but the problem is not restricted to small number of participants. Long ago, during an in-person CFC AGM, a participant pointed out that we were not taking sufficient actions to increase the CFC membership because everybody around the table was a CFC Life Member. Not a single Governor at the AGM had to pay his yearly membership, so this went out of their collective minds.

    I believe what you say, it is just that we both served in different organizations, overcoming different challenges.
    Last edited by Pierre Dénommée; 08-26-2021 at 04:30 PM.

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    Quote Originally Posted by Pierre Dénommée View Post
    Currently, the CFC is on minimum 3 maximum 10 directors as declared in our Articles of Incorporation. The NFP Act allows for a single director, but at the next AGM after becoming soliciting, the VM must increase the number and abide by all the required conditions for a soliciting corporation.

    Soliciting corporations must have a minimum of three directors, at least two of whom are not officers or employees of the corporation or its affiliates. That's funny because the FQE president would qualified as not being from an affiliated organization, but the OCA president wouldn't.
    I think when they are talking about officers, they are talking about paid employees like a CEO or COO or CFO. Patricia would be considered an outside director. Probably every one of the current board of directors would be considered eligible under these provisions. The CFC uses the word officer differently than what is meant in these provisions. I attended a seminar put on by the Canadian Olympic Committee which touched on these definitions and other aspects of NSO governance.

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    Quote Originally Posted by Vladimir Drkulec View Post
    I think when they are talking about officers, they are talking about paid employees like a CEO or COO or CFO. Patricia would be considered an outside director. Probably every one of the current board of directors would be considered eligible under these provisions. The CFC uses the word officer differently than what is meant in these provisions. I attended a seminar put on by the Canadian Olympic Committee which touched on these definitions and other aspects of NSO governance.
    Officer is defined in the NFP Law

    Officers

    142 Subject to the articles, the by-laws and any unanimous member agreement,

    (a) the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the activities and affairs of the corporation, except powers to do anything referred to in subsection 138(2);

    (b) a director may be appointed to any office of the corporation; and

    (c) two or more offices of the corporation may be held by the same person.

  6. #16
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    Quote Originally Posted by Victor Itkin View Post
    Why voting (a sticky poll) is not yet opened on this matter? This motion was properly brought by Michael Barron long time ago, and it is included in the AGM's agenda. Please, obey the procedure and open another sticky poll. Agenda of the AGM shouldn't be modified based on the President's opinion "are we talking about right candidate" or not.
    Hard to say why this is not the motion. It makes things more complicated now.

    As the poll is quite positive towards increases the size, the current directors can add the elected person to directors temprorary.
    Somewhen this will be again before the members as the motion - the third time…
    .*-1

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    Quote Originally Posted by Egidijus Zeromskis View Post
    Hard to say why this is not the motion. It makes things more complicated now.

    As the poll is quite positive towards increases the size, the current directors can add the elected person to directors temprorary.
    Somewhen this will be again before the members as the motion - the third time…
    My understanding is that THIS IS A MOTION. Michael Barron officially submitted it during previous CFC meeting, and it was seconded.

    Otherwise, this is another lawlessness.

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    Quote Originally Posted by Egidijus Zeromskis View Post
    Hard to say why this is not the motion. It makes things more complicated now.

    As the poll is quite positive towards increases the size, the current directors can add the elected person to directors temprorary.
    Somewhen this will be again before the members as the motion - the third time…

    Actually, the directors can add the women's coordinator as a member of the board and the appointment will stand until the next AGM. We can appoint up to two additional directors (one third the number elected at the AGM) as directors at large through a majority vote of the board. There is nothing temporary about such an appointment. Board members, absent a resignation, serve until the next AGM. Those provisions are part of our articles and bylaws and the NFP act. Given the margin in the straw poll, I don't think anyone can argue that it is not the will of the voting members.

    Since a majority of the board also supported adding the women's coordinator to the board, I don't expect that there will be any delay in implementing this addition. We can invite the Women's Coordinator to the next Zoom board meeting and the first order of business will be to add her to the board. We could alternatively call a special meeting of the voting members to do it but that seems to be complicating the process unnecessarily. A strong majority of the voting members and a strong majority of the CFC board of directors supported this additional board seat for the Women's Coordinator.
    Last edited by Vladimir Drkulec; 08-28-2021 at 06:07 PM.

  9. #19
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    Quote Originally Posted by Vladimir Drkulec View Post
    Actually, the directors can add the women's coordinator as a member of the board and the appointment will stand until the next AGM. We can appoint up to two additional directors (one third the number elected at the AGM) as directors at large through a majority vote of the board. There is nothing temporary about such an appointment. Board members, absent a resignation, serve until the next AGM. Those provisions are part of our articles and bylaws and the NFP act. Given the margin in the straw poll, I don't think anyone can argue that it is not the will of the voting members.

    Since a majority of the board also supported adding the women's coordinator to the board, I don't expect that there will be any delay in implementing this addition. We can invite the Women's Coordinator to the next Zoom board meeting and the first order of business will be to add her to the board. We could alternatively call a special meeting of the voting members to do it but that seems to be complicating the process unnecessarily. A strong majority of the voting members and a strong majority of the CFC board of directors supported this additional board seat for the Women's Coordinator.
    One year is still temporary. To make it permanently the MOTION not a poll shall be supported (approved) by Class A members.
    .*-1

  10. #20
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    Quote Originally Posted by Victor Itkin View Post
    My understanding is that THIS IS A MOTION. Michael Barron officially submitted it during previous CFC meeting, and it was seconded.

    Otherwise, this is another lawlessness.

    You continue to display your lack of understanding of the law but just because I did not address your previous post does not mean you are correct.

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