CFC Offices/Committees - Public Declaration of Running & Platform

[Bob Armstrong]

On June 27, I posted the following on the CFC Voting Members' confidential discussion board:

Nominations for 2014-5 CFC Executive - Protocols

CFC was asked on the CMA Board, Chesstalk, what the protocols are for the upcoming elections of the Executive at the Incoming Voting Members AGM. Vlad answered them.

Here is my interpretation of the questions and Vlad's answers (Vlad can correct any errors below):

1. Should nominees be encouraged to come forward early & declare? - Yes
2. Should nominees be encouraged to present their platform publicly (not just here on the confidential board), and answer questions of members, voting members, etc. on it? - Yes.
3. Can nominees just be nominated from the floor at the AGM? Yes, but CFC prefers earlier declarations as above.
4. Who's declared so far for the Executive? Vlad is running again for President. On CT, Incoming Voting Member Sasha Starr has hinted at possibly running for something, but he has made no definitive statement. Vlad understands all the executive are willing to run again for their positions (subject to correction by anyone).

Anyone have any further comments on the procedures?

With only 8 days before the start of the AGM on Sunday, July 6, it seems to me the above protocols call on those running to start declaring immediately, and to present their platforms.

Bob A (Outgoing Voting Member)

Since we now have a Presidential vote, and some other Voting Members have privately advised the Voting Members what they intend to run for, I would like to present the opportunity to anyone running for elected Executive office, non-executive office, committees (it used to be that any Non-voting Member could also run for these positions - Vlad D may have to advise whether that is still possible under the continuance), to here publicly declare their intentions, and present a platform to the public.

Should we end up with any other contests, then we can again have a three constituency endorsement poll (non-binding on anyone).

Bob A

[Vlad Drkulec]

Re: CFC Offices/Committees - Public Declaration of Running & Platform

Bob A (Outgoing Voting Member)

Since we now have a Presidential vote, and some other Voting Members have privately advised the Voting Members what they intend to run for, I would like to present the opportunity to anyone running for elected Executive office, non-executive office, committees (it used to be that any Non-voting Member could also run for these positions - Vlad D may have to advise whether that is still possible under the continuance), to here publicly declare their intentions, and present a platform to the public.

Should we end up with any other contests, then we can again have a three constituency endorsement poll (non-binding on anyone).

Bob A

Bob, If you have five races you will have fifteen polls. Too much.

Can CFC non voting members run for any office? Yes. Their CFC membership has to be current. They will need someone to post their comments from among the current voting members in order to be heard at the AGM.

[Bob Armstrong]

CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

Bob, If you have five races you will have fifteen polls. Too much.

Can CFC non voting members run for any office? Yes. Their CFC membership has to be current. They will need someone to post their comments from among the current voting members in order to be heard at the AGM.

Hi Vlad:

Five races...hmmm....would mean that CFC was getting pretty high visibility with the CFC Non-voting members and the public!! The elections out of the closet? Likely good in the long run for CFC!

Thanks for the clarification re status to run for CFC positions; so you non-governor, CFC Non-voting members, listen up!! Just because you weren't elected by your local CFC Non-voting members, to become a CFC Voting Member, is IRRELEVANT. You can still run for a position! Think about it if you really care about CFC, and want to volunteer some of your time to CFC!

Bob A

[Pierre Denommee]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

In the NFP continuation it is written that

Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.

What is our exact number of directors? Did the voting members determine the actual number of directors? Is there going to be directors who are not officers (not Executive)?

[Vlad Drkulec]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

In the NFP continuation it is written that

Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.

What is our exact number of directors? Did the voting members determine the actual number of directors? Is there going to be directors who are not officers (not Executive)?

There will be seven directors as there is now.

[Pierre Denommee]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

All the 7 directors you are referring to are officers. This is impossible, there must be at least 2 directors which are not officers. The CFC solicits Olympic donation and is a soliciting corporation. It is subject to article 125 of the NFP Act http://laws.justice.gc.ca/eng/acts/c...9.html#docCont

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.

At least 2 CFC directors must be neither a CFC officer nor a provincial affiliate officer or employee.

There will be seven directors as there is now.

[Gary Ruben]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

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.

At least 2 CFC directors must be neither a CFC officer nor a provincial affiliate director, officer or employee.

I take it I would qualify.

[Vlad Drkulec]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

All the 7 directors you are referring to are officers. This is impossible, there must be at least 2 directors which are not officers. The CFC solicits Olympic donation and is a soliciting corporation. It is subject to article 125 of the NFP Act http://laws.justice.gc.ca/eng/acts/c...9.html#docCont

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.

We are a soliciting corporation if we raise $10,000 in a year from non-members. I believe our total from non-members is something like $1,000. Another reason to keep the term member against the alternative of player participant.

At least 2 CFC directors must be neither a CFC officer nor a provincial affiliate director, officer or employee.

If we were classified as a soliciting corporation that would be true.

[Vlad Drkulec]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

I take it I would qualify.

You would qualify if your CFC membership is current.

[Egidijus Zeromskis]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

You would qualify if your CFC membership is current.

From the NFP act
"(2) Unless the by-laws otherwise provide, a director of a corporation is not required to be a member of the corporation."

Can you cite the by-law?

http://www.chesscanada.info/forum/sh...-Profit)-Rules
Number of Directors
The board shall consist of the number of directors specified in the articles.

How many? What article.

Sorry to ask but the Handbook is still not updated fully. The new "constitution" gives me headaches, and I'm close to a line to quite as a Governor / Voting member. The only reason stops me is >50 Aurora clubs members who are CFC members.

[Pierre Denommee]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

You are formally right.

Although a corporation determines whether or not it meets the definition of a soliciting corporation on its financial year-end, it does not actually become 'soliciting' until the first annual meeting of its members following that financial year-end. It can make any changes required to meet the five requirements at that annual meeting. Source Industry Canada

Why wait, two more directors cannot hurt us. Complying now would encourage more corporate donations.

All the 7 directors you are referring to are officers. This is impossible, there must be at least 2 directors which are not officers. The CFC solicits Olympic donation and is a soliciting corporation. It is subject to article 125 of the NFP Act http://laws.justice.gc.ca/eng/acts/c...9.html#docCont

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.

At least 2 CFC directors must be neither a CFC officer nor a provincial affiliate officer or employee.

[Vlad Drkulec]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

From the NFP act
"(2) Unless the by-laws otherwise provide, a director of a corporation is not required to be a member of the corporation."

Can you cite the by-law?

http://www.chesscanada.info/forum/sh...-Profit)-Rules
Number of Directors
The board shall consist of the number of directors specified in the articles.

How many? What article.

Sorry to ask but the Handbook is still not updated fully. The new "constitution" gives me headaches, and I'm close to a line to quite as a Governor / Voting member. The only reason stops me is >50 Aurora clubs members who are CFC members.

It gives me headaches too. The number of directors is between 3 and 10 to preserve us if more are required in the future and to allow for resignations. We will vote on seven at AGM.

[Vlad Drkulec]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

You are formally right.

Although a corporation determines whether or not it meets the definition of a soliciting corporation on its financial year-end, it does not actually become 'soliciting' until the first annual meeting of its members following that financial year-end. It can make any changes required to meet the five requirements at that annual meeting. Source Industry Canada

Why wait, two more directors cannot hurt us. Complying now would encourage more corporate donations.

They can hurt us horribly. Most corporations will not donate to a non-charity so that is poor reason to make things more cumbersome. We will go with the current number. We do not have to revisit the soliciting corporation question until the 2015 AGM.

[Egidijus Zeromskis]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

It gives me headaches too. The number of directors is between 3 and 10 to preserve us if more are required in the future and to allow for resignations. We will vote on seven at AGM.

Thnx.
What about:

From the NFP act
"(2) Unless the by-laws otherwise provide, a director of a corporation is not required to be a member of the corporation."

Can you cite the by-law?

[Vlad Drkulec]

Re: CFC Non-Voting Members: Can Run for Office against CFC Voting Members Nominated

I've been discovered on twitter. Ugh!