Critique of the Governance Committee’s report

Overview

Our President is wrong. The fact that a comprehensive re-do of the bylaws is being envisioned – a re-do which, I would point out, may or may not succeed – should in no way prevent interim “fixes” to what is broken.

Board voting on the Governance Committee’s recommendations.

Note that in his President’s Letter of April 23rd, Dr BIll Cavers referred to the Board as “endorsing” his Governance Committee’s recommendations while giving no indication of the level of agreement within the Board.

Members should know that:

On Amendment / Resolution 1, given the critique below, any Board vote based on what the Governance Committee advised should be considered meaningless.

On Amendments / Resolutions 2, 3 and 4, the directors split with votes as close as 15 to 14 out of 30 directors present.

On Amendment / Resolution 5, a large majority of the Board voted in favour.

Amendment / Resolution 1 – To improve consistency in organizational practice (Robert’s Rules)

THAT the rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.

I showed the Governance Committee’s report to lawyers and parliamentarians who actually know Roberts Rules, and they tell me the report contains “absolute nonsense”.

 

Robert wrote his rules with the aim of assisting assemblies of any size, having become convinced of the need for a new kind of manual “based, in its general principles, upon the rules and practice of Congress and adapted, in its details, to the use of ordinary societies.” They were written precisely for organizations like ours.

 

To suggest, as did the committee’s chair at the Board, that these would extend to every “nook and cranny” including private meetings with the CEO – or that employees would acquire the right to vote in staff meetings – is ridiculous.

 

The problem lay not with the rules themselves, which we have already partially-adopted only to sometimes ignore. The problem lay with those who are permitted to misuse the rules or distortions thereof, and the people who let them. This would be true no matter whether the rules were Robert’s, or whatever our Association would come up with instead.

 

Unfortunately, about the only reason not to adopt the rules in the manner intended by the maintainers of the up-to-date 11th (2011) edition is to avoid to have to commit oneself to a standard. A standard that, in the case of Roberts Rules more properly adopted, will better-provide for members’ rights, appropriate dissent, transparency and accountability.

Amendment / Resolution 2 – To improve Board and Board member accountability:

THAT any one fifth of directors present may require that a vote on any question be taken by roll call or by signed ballot with the vote of every director entered into the minutes.

Amazing that the same Committee that would reject to adopt Roberts Rules as recommended by its authors (Amendment 1) should then, under Amendment 2, quote those authors as to proper usage.

 

Currently, 51% of the Board can refuse to have their votes (even just the counts, not individual votes) recorded in the minutes. This same 51% can compel votes to be taken by roll call or signed ballot. I have myself witnessed roll call having been ordered by our Board for no apparent purpose beyond intimidating the one director who was dissenting from a decision that the Board would have preferred to be unanimous.

 

For the Governance Committee to suggest that any director may ask for their dissenting vote to be recorded evades the reality that the Board currently holds the power to refuse to record individual votes, and has used it.

 

The argument that to allow 20% to require such a vote somehow “makes it impossible for a lower ‘ask’ to be accommodated” is patently wrong.

 

A single director, on obtaining a seconder, will still be able to move that any vote be taken by any method, and a simple majority (51%) of the Board will remain free to carry such a motion. It is simply that if the amendment would pass, the level of support needed would not be 51% but 20%.

 

Members of the Governance Committee who could not understand this should not be on the Committee.

 

Now to the most objectionable among the Committee’s  claims, namely that to allow such an amendment risks to “politicize” the business of the Board.

 

While it is true that individuals can get carried away, the amendment proposes that it should take a fifth or more which, on the current Board, would need 8 of the current 36 directors to make such a motion.

 

It seems that the members of the Committee cannot understand, or at least allow themselves to acknowledge, the difference between people’s entitlement to the secrecy of their vote in a citizen (private individual) capacity, and the legitimate need for those who are elected into positions of trust – trustees of any type – to be accountable.

 

If directors’ decisions are to be forever and in every case anonymous, how will members ever know what any of these directors actually stand for, beyond what they claim to stand for?

 

On any business that already has grounds to be confidential to the Board (also known as “in camera” or “executive session”) – as may include business under litigation – there will be no issue of the details of the individual votes to be any more-widely known.

 

So if this amendment were to pass, I would only foresee its use where a non-trivial minority of the Board believe that either transparency or accountability or both, on issues that will be important to the entire membership, believes that one of these “on the record” vote would be a good idea.

 

Each kind of vote can, by the way, be achieved in the space of 3 minutes.

Amendment / Resolution 3 – Improving nominations for CMA division director positions

THAT nominees for division director of the CMA submitted by the Board of the Association shall have been determined by election by voting members

This amendment was in fact recommended around 2012-2013 by the Governance Working group, who left it with the G & N Committee. G & N however never presented this recommendation to the Board, with it being revealed on April 10th that it was because the Board of 2012-2013 was expected to oppose the recommendation.

 

Setting aside whether or not it’s even appropriate that a Committee should fail to make a recommendation “because it believed its Board wouldn’t approve it”, failure to support this amendment at this time makes no sense.

Amendment / Resolution 4 – Limiting concurrent directorships

THAT aside from the representatives of the Society of Specialist Physicians and Surgeons (SSPS) and of the Society of General Practice (SGP), directors of the Association shall not serve concurrently as directors of either Society or of the Canadian Medical Association.

The Committee criticized this amendment as “targeting a single organization”. In fact, if we set aside the protected space for each Society’s President (“Representative”), the amendment will ensure that we no longer have directors of the Doctors of BC serving at the same time as voting directors paid by any of the Society of General Practice, the Society of Specialist Physicians and Surgeons or the Canadian Medical Association.

 

The Committee at the same time criticized this amendment for “not going far enough and removing both Society Presidents”. But to do so would risk to be an unmitigated disaster unless and until general practitioners and specialists alike among the membership were invested in a new alternative approach. One that hasn’t yet been developed.

Amendment / Resolution 5 – Broadening the choices among electoral methods

THAT the candidates for each office or position to be filled shall be ranked according to the number of votes received by each on acceptable ballots, beginning with the candidate who received the greatest number of votes according to the method of majority rule or, in the case of more than two candidates or more than two offices or positions to be filled, by an alternate method if designated in advance by no less than a two thirds vote of Board.

With this fifth resolution, we have the irony of discovering how the Governance Committee works and thinks.

 

If its planned consultation with membership caused it to prefer that even proposals with merit should be delayed into a co-ordinated re-writing of the bylaws, then you would think that the reason they would vote Resolution 5 forward while advising to hold back the others should have to mean some time element to Resolution 5 to justify its introduction earlier than the other changes.

 

But when the Governance Committee was asked by the Board why it approved this amendment while opposing all the others, its chair answered that it is because it was “permissive”, meaning it would allow the Board to do whatever it wants, including running our elections on a first-past-the-post (plurality) basis.