CRYA AGM Order paper 2016 –The following motions are proposed
CON 001 Changes to the Executive /Board Structure
Background for this proposal.
The current Bylaws envision an elected Executive of three. That Executive then appoints two functional directors (Communications and Technical), that together with the Executive becomes the Board. The executive then appoints up to five regional directors. It is not clear if the regional directors become part of the voting structure of the board.
This structure has several problems, the main one being that it does not appear to comply with the Canada Not for-profit Corporations act (The CNCA) section 128(8)
“Appointment of directors
128(8) The directors may, if the articles of the corporation so provide, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of members.”
This provision exists to prevent the creation of a predominantly unelected board. Based on the above background of three elected officers, then only one more director may be appointed.
The solution is to revise the Bylaws so that we have more elected directors for the Board. My suggestion is that in addition to the three Executive, we also elect the two functional directors (Communications and Technical) and the five regional directors all as full voting members of the board through the AGM cycle. To achieve this we need to make amendments to the bylaws to add the elected positions and to clarify any difference between the responsibilities of the Executive Committee and the board. These changes need to be made at the same time and as a single complete package (stand or fall together) or the overall integrity of the bylaws is affected.
Here is my suggestion to achieve the above. It will require a vote of the members at the AGM cycle and receive a two thirds majority of votes cast.
Motion CON 001 Changes to the Executive /Board Structure
Be it resolved that the following sections of the Bylaws be amended by substitution:
Section 4 Officers.
Item 1. The elected officers of the Association shall be a President, an Executive Secretary and a Treasurer.
New Item 1. The elected officers of the Association, shall be a President, an Executive Secretary, a Treasurer, a Communications Director, a Technical Director, and one director for each CRYA defined region (Maritimes, Quebec, Ontario, Prairies, Western).
Rational. The minimum requirement for elected officers for a Not-for-Profit is three. Currently we have three, but if there is a vacancy, we fall below the legal minimum. This change makes the number of elected officers up to ten.
Item 3. The elected Officers shall appoint other directors to oversee defined functions as required and Regional Directors for each defined region.
Delete Item 3
Rational. Item 1 above makes item 3 unnecessary and it should be removed from the bylaws to comply with CNCA 128(8).
Section 5: Duty of Officers and Regional Directors
Item 7 Treasurer. Add a sentence to Item 7.
The Treasurer shall be responsible for and custodian of the CRYA vital records (eg Membership and Boat data)
Rational. Currently the custody of the CRYA vital records is not specified. This proposal assigns that responsibility.
Item 8. Other Directors appointed by the President shall be responsible for providing advice and guidance to the Executive Committee and the Board of Directors on matters relating to their designated area of expertise. These Directors may appoint other Association members to a supporting committee to help them carry out their specific duties.
Changed to read
New Item 8. Directors may appoint other Association members to a supporting committee to help them carry out their specific duties.
Rational. This item corrects an inconsistency as directors will be elected and not appointed.
Item 9 . Regional Directors may participate in the deliberations and decisions of the Board of Directors. A Regional Director may be assigned by the President to carry out specific duties, or tasks. A task of a Regional Director shall be the encouragement of all aspects of sailing and particularly regattas in the region represented by the Director, and the submission of regular reports on activities within that region for publication in the Association Newsletter, or for posting on the Association’s website.
Changed to read
New Item 9. A Regional Director may be assigned by the President to carry out specific duties, or tasks. A task of a Regional Director shall be the encouragement of all aspects of sailing and particularly regattas in the region represented by the Director, and the submission of regular reports on activities within that region for publication in the Association Newsletter, or for posting on the Association’s website.
Rational. This is housekeeping to reflect that a Regional Director is a full board member.
Section 6: Board of Directors and Executive Committee
Item 1. The Board of Directors shall consist of the officers and the appointed directors
Changed to read
New Item 1. The Board of Directors shall consist of the elected Executive officers and directors.
Rational. This is housekeeping to reflect the larger elected board.
Item 2. The Executive Committee shall consist of the President, Executive Secretary and Treasurer.
Changed to read
New Item 2. The Executive Committee shall consist of the President, Executive Secretary, Treasurer, Communications Director and Technical Director.
Rational This change expands the Executive Committee to five members. So that it is easier to maintain a minimum of three in case of drop outs.
Item 6. The Executive Committee shall where ever possible initiate and fund programs for the betterment of model yacht sailing and racing in Canada.
Changed to read
New Item 6. The Board shall where ever possible initiate and fund programs for the betterment of model yacht sailing and racing in Canada.
Rational. The development of model yacht sailing is a responsibility of the whole board, not just the Executive.
Motion CON 002 Restore the appointment of CRYA Measurers and add the concept of CRYA Class Measurers
Section 15: Yacht Classes and Class Administration
add new item #6.
New Item 6. The Board may appoint CRYA Official Measurers, empowered to measure and sign measurement control documents for any CRYA class, and CRYA Official Class Measurers, empowered to measure and sign measurement control documents for a designated class.
Rational. This item – appointing measurers was in the old constitution but was missed in the new one. This motion puts it back in and also formalizes recognition of the concept of Class Measurer. A CRYA Official Class Measurer has the same ‘official’ standing as a CRYA Official Measurer, except limited to the specific class.
Motion CON 003 Housekeeping motion to update the references to Sailing’s governing body.
Section 15, 16 and 17,
Change all reference to the International Sailing Federation and/or ISAF to World Sailing.
Rational This is housekeeping as ISAF changed its name to World Sailing in 2016.
Motion CON 004 Member motion to remove the $5 boat registration and transfer fee
Whereas, members of the Canadian Radio Yachting Association are now required to register the hulls of their sailboats in order to participate in CRYA-sanctioned regattas;
Whereas, such members are required to pay a $5 fee to obtain a hull registration number or to transfer an existing hull number to a new owner,
Whereas, CRYA members pay an annual membership fee of $15,
Whereas, there is no financial need for the hull registration charge given the CRYA’s current cash assets in excess of $15,000, and
Whereas the registration or transfer of the registration of a sailboat hull number should be considered a benefit provided to CRYA members who have paid their annual membership dues.
Be it resolved, that the CRYA shall henceforth issue hull registration numbers to CRYA members and record the transfer of registered hulls to and from CRYA members without charge.
Moved By Rick Levick, CRYA #1135
Seconded by Michael Steele #____
Note that this motion CON004 has been converted by the Board for continuity to fit in the Bylaws by modifying the appropriate section of the Bylaws
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