CMA divisional director independence – BC Doctors for a Democratic Future

A copy of the email that I submitted to the CMA’s legal counsel on December 11th, 2014 (since updated):

From: Jim Busser

Subject: Directoral independence – a proposal to amend the Bylaws of the Canadian Medical Association

Date: 11 December, 2014 10:26:27 PM PST

To: CP <@cma.ca>, JN <@cma.ca>

Dear C and J,

Please find attached a proposal to amend the bylaws for the Governance Committee.

If you foresee any legal impediment to what is proposed, please let me know what may need to be altered in order to conform to any legal requirements.

— Jim Busser, MD

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I am pleased to submit, for the consideration of the Governance Committee, a proposal to make directorships of the Board of Directors of the CMA independent of directorships on any of the CMA’s divisions.

Let me offer three considerations as preamble:

1. Credibility to outside stakeholders

This is essential if the CMA is to achieve the level of influence to which it aspires. When the CMA makes a submission, it must avoid the appearance that its directors may be advancing interests that are not the CMA’s.

When any CMA director sits concurrently as a director of a division, it may give weight to the view that the CMA’s policies and positions are beholden to the pecuniary interests championed by the divisions.

2. Conflicts of duty and of loyalty; lack of objectivity; and conflicts of commitment.

A director of a division owes their organization a duty to put first the well-being of their organization. Everyone who has attended CMA General Council has witnessed delegates to General Council, many of whom are directors of their respective divisions, bringing arguments rooted in serving the interests of their division rather than the interests of the medical profession nationally.

Members of the Governance Committee, and of the Board of Directors, may recall that the Speaker (I think in Yellowknife) called upon members of General Council to honour what he characterized as their “fiduciary duty to serve the best interests of the Canadian Medical Association”. In point of fact, what the Speaker alleged was true only for those members of General Council who were, at that time, members of the (CMA) Board of Directors.

What he was attempting to convey, however, is very important. All the more so, at the level of the Board of Directors. Some, if not all, governance consultants actively advise to avoid having, on one’s Board, directors serving dually as directors of organizations with overlapping or competing interests. Having such a person in a purely advisory (non-voting) capacity is a different matter.

Beyond competing fiduciaries lay the problem of achieving objectivity by escaping groupthink. For a directoral “hat” to have been worn, in many cases, for years at the divisional level and to have this extended within a division while the individual takes on a new “hat” meant to be worn from a new (CMA) perspective is a real challenge. For such people to achieve it, while not impossible, is not anything that can be easily assured.

Groupthink brings to mind also the consideration of term limits. It is possible to serve on a divisional board of directors in excess of 10 years and 20 years or more in the case of British Columbia, which only just 6 months ago adopted term limits of a sort.

For a division to then extend service on their boards by making Divisional Directors ex officio voting directors of their own boards risks to extend the terms of such incumbents as directors of their divisions six or more additional years.

Last but not least comes the conflict of commitment. We all witness members of Boards of Directors who cannot make a majority let alone a totality of meetings. Even when they do, many had not found the time to fully enough review the materials, let alone to have deeply-enough considered what needed to be discussed. We talk about our desire to engage greater numbers of our members into participation in our affairs, and yet persist to appoint individuals to too many concurrent positions. Brian Day was not a director of the BCMA when nominated (and elected) as CMA President Elect and, although accorded an ex officio seat on the BCMA Board of Directors, was unable to attend most of the BCMA Board’s meetings.

3. Transitional considerations

Any director who would be in conflict with the new bylaw, once adopted, would be able to continue as a director of the CMA

provided that, in the case where they may resign the divisional position, that they do so and

provided that, in the case where their divisional directorship is linked ex officio to their CMA directorship, they do not serve (i.e. participate) as a divisional director in business of their division pending its harmonization of its bylaws to remove the conflicting ex officio directorship.

Respectfully submitted,

Jim Busser, MD

Vancouver, BC

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Proposed additions in blue (and deletions in red). I would suggest, under 12.2.3, no requirement to specify when said resignation needs to be effective, by virtue of having been provided for under 11.6.1 (h). But perhaps it may be advisable to append, to 12.2.3, a cross reference of the form “so as to conform with 11.6.1 (h).”

11.6.1 An office, a seat on the Board of Directors or on a committee shall be declared vacant:

(a) if the incumbent resigns in writing to the Secretary General;

(b) if the incumbent is found by a court to be of unsound mind;

(c) except in the case of the Chair of the Board if the Chair of the Board was not a member of theAssociation when appointed, if the incumbent ceases to be a member of the Association;

(d) if the incumbent is removed by the Board of Directors in accordance with section 11.5;

(e) if no candidate is elected by General Council;

(f) on the death of the incumbent; or(g) upon a divisional director becoming the Chair of the Board of Directors; or

(h) on the date on which a director serves concurrently as a director of a CMA division.

…

12.2 Eligibility for Nomination

12.2.1 Only members of the Association who are, unless otherwise stated, members of the medical profession shall be eligible for nomination.

12.2.2 Only members of the Association who have been members for 5 consecutive years preceding their nomination shall be eligible for nomination to the positions of President-Elect, Speaker and Deputy Speaker.12.2.3 Members who are serving or due to serve as directors of a CMA division shall be ineligible for nomination for a position on the Board of Directors until after having made provision, in writing, to resign from the conflicting position.

…

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