Q&A 2012

Even former directors who served on the BCMA’s own governance committees can benefit from hearing out the proposal. This proves exactly what is wrong with the Board’s chosen method of extracting a “decision” from the members:

Q. Under your explanatory note 1c… I don’t think it is in anyone’s interest to have a vacant position on the board, if in fact there is someone willing to take the position.

First off, the explanatory notes were not ours – they were the Board’s.

Second, let us indeed suppose a vacancy that a single individual  – a Delegate who has already put in 6 years – is willing to fill. This should raise the question of what is wrong, that no-one else is willing to do it. If it is truly not worth to do, then the downsides need to be addressed. For example:

    • If you are someone who must already work (say, on call 1 in 4) perhaps 13 weekends per year, then giving up another 5 or 6 weekends out of every 52 can seem like too big a sacrifice. However, my own view is that the current pattern of meeting – a full Friday + Saturday – are exhausting and ill-timed. They do not derive best value from 38 people plus 6 to 10 staff. It would be much better that the Board met just on Fridays, 10 times a year, and absorbing the Executive currently meeting monthly.
    • Not all members realize that, in stepping forward to serve as a director:
      • not only would their direct costs to attend Board meetings be paid, but
      • they would also derive an honorarium now above $1000 per day, and
      • a subset of directors now appoint themselves to up to 6-12 committees, many paid, producing an unmanaged conflict of interest inhibiting people to actively seek out their own replacements.
    • The idea that we need geographic districts so small and remote as to have trouble to provide people should raise the question as to why we should have brought in such a design. The idea that we need 16 districts to “source” directors is ill-conceived. Despite that the Board has geographic representation, it has never assured the representation of needs. One of us, in the course of 3 years, 36 Board days, and 210 Board hours, witnessed Board time accorded to only 3 district-based issues. Of these, two were not “geographical BCMA district-based”. Rather, they were Health Authority-wide.
    • Nothing is done to lower the intimidation against participating. There is a failure to develop, in advance of their starting on the Board, people who “hit the ground running”. With regard to a former Board member whose litigation is as yet unresolved, it is our view that had the Board and chairs had better training the situation, if not avoidable, could and should have been much better handled.

Q. If the timed out director just signed on as Vice-Delegate, they would continue to attend, since there would be no elected delegate.

Yes, exactly, and by intent. The misunderstanding is to think it makes no difference.

Let us suppose that a vacancy remained in spite of earnest efforts having been made to address the bullets above.

The distinction, under the proposal, would be that no new candidate who would be willing to serve would have to defeat an incumbent. If we continue to allow post-term incumbents to “refill” such positions as formal Delegates, there will be no incentive for them to look very hard to find their own replacements. We would then be talking seats which would then be re-occupied for another two years.

Googling provides, with respect to incumbents in an election, that:
  • non-ideological voters tend to follow simple pro-incumbent voting as a decision-rule… incumbency advantage persisted in most years after the introduction of controls; see here
  • even where partisan or ideological bias is absent, a degree of “simple” incumbency bias stands to arise from accrued familiarity, with prevailing economic conditions as a cofactor; see here
  • if we can limit the capacity for biased election outcomes, we may gain more moderate (accountable) policies; see here
  • if a new candidate would need to challenge an incumbent on account of lack of term limits, it is ironically the lower quality incumbents that enjoy most of what constitutes the incumbency advantage; see here

Q. Furthermore, it is not necessary to introduce the new limits at once, such that someone who was elected last year to a 3 year term, but would now be over his/her 6 year limit, is required to resign and trigger a by-election. That just seems like a targeted hit.

First, even former directors confuse the bylaws, wherein the BCMA district delegate terms are 2 years, not 3. The latter applies to the CMA and some other Societies.

As far as how the limits take effect, the provision to “grandfather” incumbents so as to be able to complete their term was part of the original proposal in 2010. It is now 2012. We are talking about directors who have accumulated multiple years since the 2007 efforts to see limits brought in.

Had the proposal been structured to permit term completion, the effect across the applicable years (2013 and 2014) would be to remove 8 and then 7 among 36 directors. As currently stands, the proposal would remove 10 and 5. We are talking a difference of one year for each of two directors, most recently not even elected.

Given 36 directors, the difference between 10 + 5 versus 8 + 7 was not worth complicating the amendment.

Q. I was on Arun Garg’s governance committee and we did recommend term limits for board members, but as I remember it, their introduction would have been staggered so that never more than, for example, 1/3 of the board would be at their limit in any election year. (I don’t think we got specific about the how.) Staggering mitigates the risk of loss of continuity and institutional memory.

Again, this loses sight of the fact that in spite of 18 of 36 directors having accumulated 6 years by 2013, a provision grants “safe haven” to seven plus the Board chair.

As a result, even in the transitional year of greatest impact (2013) we are talking only 10 of 36 directors… less than the 1/3 being worried about.

Under a future steady state, the required turnover would be more like 1/6 (6 in 36) per year.