List of current CFC voting members?

[Egidijus Zeromskis]

Re: List of current CFC voting members?

and more copy+paste from https://www.ic.gc.ca/eic/site/cd-dgc...g/cs05007.html

" Corporate records

A corporation is required to keep certain records at its registered office or at some other location in Canada chosen by the board of directors. These records must include the following:
...
a members register showing: the name and residential or business address of each member; an e-mail address, if the member has consented to receiving information or documents electronically; the date on which each person named in the register became a member; the date on which each person named in the register ceased to be a member; and the class or group of membership of each member, if any.

...

The records described in (a) to (g) above, together with the Accounting Records, must be open to inspection by the directors at all reasonable times. In addition, following a request from a director, the corporation must provide the director with any extract of the records free of charge.

Upon request, a member, a member’s personal representative, and a creditor (e.g., a landlord or supplier) may examine the records referred to in (a) to (f) above and may, on payment of a reasonable fee, obtain copies of such records during the corporation’s usual business hours. "


Thus summarizing: Hugh should visit Bob to see a list or pay a fee to get a copy.

[Paul Leblanc]

Re: List of current CFC voting members?

The BC Voting Members are a matter of public record. From the BCCF website: Alonso Campos, Lyle Craver, Mark
Dutton, Valer Demian, Paul Leblanc, Michael Lo.

[Fred McKim]

Re: List of current CFC voting members?

and more copy+paste from https://www.ic.gc.ca/eic/site/cd-dgc...g/cs05007.html

" Corporate records

A corporation is required to keep certain records at its registered office or at some other location in Canada chosen by the board of directors. These records must include the following:
...
a members register showing: the name and residential or business address of each member; an e-mail address, if the member has consented to receiving information or documents electronically; the date on which each person named in the register became a member; the date on which each person named in the register ceased to be a member; and the class or group of membership of each member, if any.

...

The records described in (a) to (g) above, together with the Accounting Records, must be open to inspection by the directors at all reasonable times. In addition, following a request from a director, the corporation must provide the director with any extract of the records free of charge.

Upon request, a member, a member’s personal representative, and a creditor (e.g., a landlord or supplier) may examine the records referred to in (a) to (f) above and may, on payment of a reasonable fee, obtain copies of such records during the corporation’s usual business hours. "


Thus summarizing: Hugh should visit Bob to see a list or pay a fee to get a copy.

All good points, I'll leave this one to Vlad, who is the final authority.

In any case there are only certain conditions under which you receive the registry.

[Egidijus Zeromskis]

Re: List of current CFC voting members?

In any case there are only certain conditions under which you receive the registry.

They are reasonable and for a member with an interest in the CFC should not be an obstacle: once a year and to use for "(c) any other matter relating to the affairs of the corporation."

[Vlad Drkulec]

Re: List of current CFC voting members?

"The NFP act outlines the circumstances...."

Once again, why is the CFC bothering with this bureaucracy? What is it bringing to the table? Run your organization as you see fit, and get away from the nonsense!

Someone needs to go back to first principles.

When I explain the advantages and responsibilities of a corporate not for profit structure certain uninformed people get upset. A corporate structure shields everyone except the directors from legal liability for the actions of the corporation. The directors are shielded in the case of good faith actions though not entirely in the case of insolvency.

[Vlad Drkulec]

Re: List of current CFC voting members?

As Fred McKim points out, the names of the active governors can be found on the threads at the CFC forum. So, by refusing to release the entire list, the CFC is protecting the names of inactive governors. That is, people who agreed to be a governor, and are not active.

Why? Why are we keeping the names confidential? Scared of a coup?

There are times when I would welcome a coup because that would mean that someone else would have to deal with all of the situations that we have to deal with.

The act is no doubt set up in that way to prevent a coup. Given that the maximum penalty is six months in prison and a significant fine I would be stupid not to be concerned with that.

Obviously continuing as a not for profit under the new act required accepting some changes which were brought in by the government.

[Vlad Drkulec]

Re: List of current CFC voting members?

The BC Voting Members are a matter of public record. From the BCCF website: Alonso Campos, Lyle Craver, Mark
Dutton, Valer Demian, Paul Leblanc, Michael Lo.

Provincial regulations are different. In Ontario, the NFP act has very different rules. Given that we are a national organization we have to follow the provisions of the federal NFP act.

[Vlad Drkulec]

Re: List of current CFC voting members?

As I've already written to Fred's reply all members - A & B have a right to see CFC records. Though records are still confidential to a general public, and shall not be published online. (Thus creating a rating list on a border of the breach of the Act.)

The context of the rule clearly implies that we are talking about voting members since the context in which you are allowed access is to be able to influence the vote of other members in a meeting to which you have been given notice. Regular members only get a vote in the case of the dissolution of the CFC or a major disposition of its assets. That is a significant poison pill which prevents the voting members and directors from dissolving the CFC to their financial advantage.

[Fred Harvey]

Re: List of current CFC voting members?

When I explain the advantages and responsibilities of a corporate not for profit structure certain uninformed people get upset. A corporate structure shields everyone except the directors from legal liability for the actions of the corporation. The directors are shielded in the case of good faith actions though not entirely in the case of insolvency.

So slowly we are getting some useful information!

The directors felt that maintaining NFP status was important for two main reasons (please correct if I'm wrong).

First, the risk of funds being taxed, without official status. Second, legal protection of officers for doing something silly or worse. I can understand both concerns, particularly the second one.

Now the major issue is the non-compliant handbook? One solution to this is to hive off sections to as many volunteers as you can get...perhaps the issues are not that complicated. However, even with the long-standing problem of getting anyone to do anything, it is an enormous difficulty for would-be volunteers to face getting familiar with the NFP legislation, and then to face the nit-picking wrath of 900 VM's when the vote comes along. Ain't worth it!

How onerous is understanding the NFP Act enough to go over the handbook? And perhaps the easier thing to tackle is the whole VM structure, which seems to work against any meaningful progress.

[Vlad Drkulec]

Re: List of current CFC voting members?

That's your opinion. I don't happen to agree with it. Maybe Vlad can explain it better.

You have to read the whole section of the act in order to understand how the rules apply. My reading is that they are referring to voting members since the only context provided for sharing that information is in the case of a vote to which they have been given notice. There were people who preferred that we eliminate the Class B members and call them players or participants but I looked ahead to a day in the future when a nefarious band of directors might conspire to dissolve the CFC to their financial advantage perhaps by bribing the voting members. By keeping the members as non-voting members except in the case of dissolution or disposal of the assets this possibility is rendered almost impossible. In order to do this you would have to bribe all of the non-voting members or at least a majority of them.

[Vlad Drkulec]

Re: List of current CFC voting members?

So slowly we are getting some useful information!

The directors felt that maintaining NFP status was important for two main reasons (please correct if I'm wrong).

First, the risk of funds being taxed, without official status. Second, legal protection of officers for doing something silly or worse. I can understand both concerns, particularly the second one.

Now the major issue is the non-compliant handbook? One solution to this is to hive off sections to as many volunteers as you can get...perhaps the issues are not that complicated. However, even with the long-standing problem of getting anyone to do anything, it is an enormous difficulty for would-be volunteers to face getting familiar with the NFP legislation, and then to face the nit-picking wrath of 900 VM's when the vote comes along. Ain't worth it!

How onerous is understanding the NFP Act enough to go over the handbook? And perhaps the easier thing to tackle is the whole VM structure, which seems to work against any meaningful progress.

Once we have an up to date handbook it will not be that difficult. Anything that deals with governance is out and replaced by the new bylaws and articles which deal with the non-chess side of things. Obviously once we do that it would make sense to move all the former handbook bylaws which deal with certain chess questions together. You shouldn't have to look through the whole handbook to learn that you have to provide a table for the CFC or its vendor at CYCC and the Canadian Open. That fact should be in the section dealing with CYCC and in the section dealing with the Canadian Open. The major difference between the pre NFP Act and the post NFP act CFC is that the handbook with all of its inconsistencies is no longer part of the bylaws because it was simply not possible to organize the handbook in time for the NFP deadline working largely on my own. The handbook currently holds sway because I and the executive promised that it will. Another president and board would not necessarily be bound by that promise so it is important that we get the handbook update completed before I die of old age or am no longer capable of being president.

[Fred McKim]

Re: List of current CFC voting members?

So slowly we are getting some useful information!

The directors felt that maintaining NFP status was important for two main reasons (please correct if I'm wrong).

First, the risk of funds being taxed, without official status. Second, legal protection of officers for doing something silly or worse. I can understand both concerns, particularly the second one.

Now the major issue is the non-compliant handbook? One solution to this is to hive off sections to as many volunteers as you can get...perhaps the issues are not that complicated. However, even with the long-standing problem of getting anyone to do anything, it is an enormous difficulty for would-be volunteers to face getting familiar with the NFP legislation, and then to face the nit-picking wrath of 900 VM's when the vote comes along. Ain't worth it!

How onerous is understanding the NFP Act enough to go over the handbook? And perhaps the easier thing to tackle is the whole VM structure, which seems to work against any meaningful progress.

It would seem to me that the active VM's decided on change at the last on-line meeting. The fact that some VM's didn't vote had no effect on the progress or lack thereof.

[Paul Bonham]

Re: List of current CFC voting members?

Provincial regulations are different. In Ontario, the NFP act has very different rules. Given that we are a national organization we have to follow the provisions of the federal NFP act.

Vlad, can you put here the clause in the Act that specifies penalty to the corporation for putting the list of voting members in the public domain?

If there is such a penalty, then:

- the CFC has been in violation of the Act for 3 years now according to Hugh Brodie, for (1) publishing a list of voting members on its web site and (2) the list is not even accurate.

- if someone wanted to exact the law on the CFC, all they would have to do is notify the proper government department of this situation. Hugh's posting to start off this thread is evidence that the list has been on the web site for 3 years.

If there is no such penalty, then:

- the CFC can publish the up to date list with impunity, and the only penalties are to members who use that information in any way except those purposes described in the Act.

[Bob Armstrong]

Re: List of current CFC voting members?

Hi Bob.

I am talking to Vlad, Lyle, and Bob G about 1-3. I think there could be a link on the web to this information.

I will have to leave 4 and 5 for Vlad to tackle.

Hi Fred: Thanks.

If # 1, 2 & 3 are all that CFC can legally do under the NFPCA, then it would be good for CFC to say they are providing the maximum info they legally can. CFC Members, and some of our more vocal public (Non-CFC Members), who have a legitimate voice, will be quite satisfied with this as a best communication response (At least I would certainly hope so).

I'll wait for Vlad to respond re # 4 & 5.

Bob A (Former VM)

[Vlad Drkulec]

Re: List of current CFC voting members?

Question (Supplementary to that of Hugh's above): Could I get a direct simple answer to each question if possible?

Though it appears from the Executive explanations, that they cannot publicly provide a list of the names of all the VM's:

1. Can they provide the total number of VM's, with no names?

2. Can they provide a breakdown of how many VM's there are per province/territory, without names?

3. If they can do this, then will they post that limited information on the website to explain the somewhat opaque way information can be shared about the governance of the "Not-for-Profit" Corporation, CFC? At least this info would then be available to both members and the public.

Fred addressed 1-3. My take is that the answer to 1-3 is yes.

4. Is a CFC member, who is also a member of their provincial chess association, entitled to the list of current VM's elected by their province?

5. If from information publicly available, or to which someone is entitled, and that they then shared publicly, a CFC member compiles a tentative list of who they think are the VM's, is there any law that prohibits them from publishing such list here on CMA's National Chess Discussion Board?

Bob A (Former VM)

4. I don't know. I suspect that it would depend on the provincial legislation that governs each provincial chess association.

5. You are a lawyer. I am not. You will have to make that judgement for yourself and live with the consequences if you are incorrect.

I don't think that it is a good idea to try to shame inactive voting members. In the old days some people were governors because they got the CFC bulletin sent to them by first class mail instead of bulk and didn't participate any further in the affairs of the CFC.

The arguments for having access to the voting members that might have been relevant when we had governors are no longer relevant. Times and the relevant laws have changed. The voting members who wish to make themselves available to the non-voting members can still do so. My interpretation of the law is that I cannot do so myself without the written permission of each and every person whose name is being revealed.