Originally Posted by
Lloyd Lombard
Section 125 of the NFP Act states: "125 A corporation shall have one or more directors, but a soliciting corporation shall not have fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates." I believe we're classified as a "corporation" under the Act. I'm fairly certain I asked the question several years ago however I can't recall the answer to: "Why" are not all the Directors referred to as "Directors". I've been involved in a number of Boards over the years and I've never seen this type of "naming structure". Usually, the Board of Directors is composed of all the members who have a right to vote. The "Executive" is composed of "Directors" who are responsible for the day-to-day operations of the corporation. The other "Directors" are responsible for their respective portfolios (not required to have one, but if they do). In my view, all the Provincial Representatives have a vote and as such, under the NFP Act and the CFC Bylaws, are "Directors", "not" just the Executive. Perhaps there's a logical explanation to the reasoning of calling some "Directors" "Voting Members" and I look forward to reading it. This is an issue which I would very much appreciate Patricia's opinion on.
It's been a very long time but what I recall is that there were a number of legal implications on both sides - going towards OMOV instead of VMs, and going towards "All VMs are Directors"
Also there was a general wish to try to fit our then-current governance structure as much as possible into what would be acceptable under the NFP rules.
Christopher Mallon
FIDE Arbiter