Do you blame me for just calling the Board of Directors Report to Council on the Work of the Board Charter and Work Plan Task Force just plain old “Tab 13?” This is the place assigned to the report in the Council Binder for Fall Council, and there is probably not a more fitting position for this report to be in than number 13. Not because it is a bad report, or even a dangerous report. It is just unlucky because some of the work contained within is just a few steps too far ahead of where Council and members are with respect to OMA governance.
It’s unlucky, because it contains a lot of good, hard work done by an obviously determined group of Board Directors and OMA Staff, work that is obscured by poor presentation, a lack of guidance for the uninitiated, and some stark changes from the status quo that seem to come out of left field.
But there is nothing to be afraid of, really. Council should, as it usually does, approach unfamiliar changes with caution and really commit to understanding the changes that are being recommended by the Board. I do not feel that the Board is trying to “pull a fast one” on Council, or mislead Council in any way. I feel the Board is trying to improve upon current OMA Board governance, and in doing so, make the organization better. Clarifying “who does what and how” will make us a stronger organization. But these roles and duties must be understood by an informed Council, and any reservations that Council has must be resolved before changes that affect Council take place.
For the benefit of members who are interested but overwhelmed and for Council delegates who will have to consider Tab 13 on November 24 and 25, I would like to try to demystify the documents, from the point of view of someone who was not involved in their production and who has had the same opportunity to wade through them as any OMA member. Some of the post hoc guidance from members of the Task Force, while well-meaning, make too many assumptions based on their own intensive exposure to governance education, that we should understand what they understand. And a few hours of group learning on the day before Council comes too late and will be too superficial to instill the same level of understanding and insight on the Council floor.
I would like to present my impressions of Tab 13, and in a separate post, present some suggestions regarding how Council might respond to its content. Again, I would like to state that even though these notes identify possible problem areas and concerns, my impression is that these changes are being recommended by a Board that is trying to make lasting positive change to the OMA. We just need to help with our own insights and points of view.
Breaking Down Tab 13:
Here is the good news: It is not necessary to read through the 229 pages of Tab 13. I will outline the important bits and what you need to know and suggest where you might want to focus and what you might be able to skim, scan or (gasp) skip.
This section (pages 1-6) starts off promisingly, but after the second paragraph of page 2, starts to wander off into minutiae that are detailed later in the documents.
There are details regarding the new Board Committees that have been developed and the current committees whose mandates are no longer relevant. Unfortunately, the rationale given for many of these changes is only that the governance expert recommended the changes and that the changes represent “best practice.” There isn’t really an explanation as to why the changes are important to our specific organization, or an outline of the problems these changes are expected to solve. If this were merely an overview that was to be supplemented by more detail later, this would be understandable. Unfortunately, this is not the case, and the reader is left with these questions unanswered.
(I believe this is a problem in presentation, not that there are no good reasons for the changes. By relying on information to come much later, at Council or the day before, the Task Force misses the opportunity to provide the concepts necessary to understand the changes early on, allowing confusion and apprehension to take hold.)
The bottom line regarding the committees is that all of the committees prescribed in the current OMA bylaws will be eliminated. Their functions will be assumed by Board Committees, except for the Committee on Committees, whose functions will largely be assumed by a Board Subcommittee that reports to a Board Committee. These Board Committees will not be listed in the bylaws, allowing their composition, terms of reference, and existence to be changed by the Board without requiring passing a Council motion.
Finally, the bylaw changes necessary to implement the changes are listed. The details are difficult to follow in isolation from the bylaws themselves, which are reproduced later in the report, so not necessary to read at this point. The one point that is interesting, and not highlighted in Tab 13, is that Bylaw Article 9:1 remains unchanged: “The governing body of the Association … shall be the Council of the Association.” Something to keep in mind while considering all of the other information, and to which I will return later in the discussion.
There are three types of Charters that have been produced by the Task Force, and thankfully none of them end up with the OMA stranded on a deserted island. These Charters are basically the instruction manual for the various bodies and positions within the Board structure. Each Charter outlines the purpose, duties, responsibilities, skills and qualifications, activities and expectations of the person, position or group. They are designed to give involved people, and curious members, an accurate and detailed overview of who does what and how. There is one Charter for the Board as a whole, a series of Charters for specific Board positions and the CEO and Secretary, and a series of Charters for specific Board committees.
The good news is that these Charters are exhaustive. This is welcome information for those of us who made incorrect assumptions about what the Board and its members do, and what their authority is. It is clear that these Charters are the result of huge investments of time and energy, and that much thought was put into the details within.
The bad news is that many of the charters are very similar to each other in content, a point you may not realize until you have slogged through several of them. Hopefully the outline below will help guide you, but it does not take the place of the Charters themselves.
The Board Charter:
One of the two most important documents in Tab 13 is the Board Charter (the other being the Charter for Individual Board Directors). The 14 pages are thorough, and like the other Charters, are written in plain English, not bogged down with legalese. It also sets the format for the Charters of the various Board committees established later on. I feel it should be read in its entirety by all Council delegates and anyone interested in what the Board does and how it works, particularly those who struggle with the concept that the Board works “for the good of the corporation,” and whether this means that it may possibly work counter to what is felt to be the “good of members.”
The first paragraph of the Board Charter states that the Board is the “highest decision making authority within the organization with the exception of the duties of the Council.” This is confusing. If the Council is the governing body of the OMA, according to bylaw 9:1, how is the Board the highest decision making authority? What is the difference between being the governing body and the decision making authority? More on this later.
My take-aways from the Board Charter are:
- The Board’s duties and responsibilities are clearly being focused on the “corporate” side of the OMA. The primary role is to oversee the running of the business side of the OMA.
I see the OMA as three main entities: The first entity is the “business” aspect of the OMA: providing services to members such as running OMA Insurance, providing legal advice, enhancing the “brand” of physicians in society, taking in dues and allocating that money to the various activities of the organization. For the purposes of this entity, the Board acts like any corporate Board, assessing the quality of work done by the CEO and his or her staff, ensuring that funds are spent wisely and legally, assessing risks to the organization including reputational risk, and importantly, being responsible and accountable for the above.
The second entity is the OMA as the negotiating body for physicians, as enshrined in the Representation Rights Agreement. It is the Board’s duty to ensure that this agreement is followed and that negotiations represent the best possible outcome for the profession as a whole. It is the Board’s duty to recognize when the RRA needs to be renegotiated for the benefit of members. These duties do not appear specifically in the Board Charter, but perhaps they should.
The third entity is the OMA as the political organization representing physicians’ collective values and hopes for the future as it pertains to the practice of medicine and to the health care system that we work within. As difficult as it is to represent physicians’ collective anything, if the OMA is going to be a relevant representative of members, somehow the organization needs to be able to establish a coherent platform for what physicians’ work should look like, what payment schemes should be promoted, how the health care system should evolve to best serve members and our patients, and what priority we should place on these and other issues.
The Board Charter talks about the Board being responsible, with the CEO, for developing the organization’s Strategic Plan and long-term goals as embodied in the Mission, Vision, and Values statements. Within these generally broad statements and their interpretation, lay the specifics about what the OMA will stand for politically.
It is interesting that the Board Charter, in its thorough detailing of Board duties, does not assign the development of OMA political policy to the Board, but implies only the idea that policy must fit within the Strategic Plan. How policy is set is not detailed here.
2. The Board Charter sets out a number of operating principles that apply to the rest of the Board structures. You might as well read these now, so you can skip over them multiple times later on.
These principles include how meetings will be run, what information will be provided to committee members and when, how a committee’s expectations will be communicated to support staff, how minutes of meetings will be distributed, etc.
3. The Board is responsible for oversight of the OMA’s finances, strategy, risk management, and the oversight of the CEO’s duties, performance, decisions, compensation, administrative plans and policies.
Largely this responsibility is carried out by the Board Human Resources and Compensation Committee, which brings its recommendations to the full Board for approval. Overall, the Board is tasked with oversight of the entire organization, either directly, or via the CEO and the OMA staff under his direction.
4. The Board has approved the concept that Board Directors must be “independent,” meaning that they do not represent a constituency within the OMA and do not hold a leadership position with any identifiable group within the OMA. They also may not be in an employee position or contractual position with the OMA.
So while constituencies elect Board Directors, the Directors are not responsible to the constituency that elected them. This is nothing new, but by outlawing the simultaneous holding of a Board and Council or constituency position, the Board has underscored this distinction. This is not to say that Directors are not responsible to members as a whole. And these Charter documents insist that Directors accept the fact that they are accountable to members for the performance of the OMA and it’s divisions and staff. How that accountability is enforced is not specifically mentioned in the charter, and more on that later as well.
5. The Board is responsible for all of the elements of OMA Board governance structure and practices. Note the specific identification of Board governance. The Board and it’s subsidiary committees are tasked with the following for all Board committees and the Board itself:
- determining the desired qualifications for members
- identifying and encouraging possible candidates who meet those qualifications
- determining the selection process for committee membership
- determining all of the above for CEO committees at the request of the CEO
- determining which Board Directors sit on which committees
- officially calling for nominations for the positions of Board Director, President-Elect (and President if required) (I have had varying opinions given to me regarding the item “inform the Districts and Council regarding the preferred criteria and skills for the election of Directors” – does this mean the general criteria and skills or specific criteria and skills the Board feels it needs added at any particular time? The latter possibility is problematic, as it may allow the Board to unduly influence elections.)
- ensuring that all nominees for positions understand the duties and responsibilities, etc. for the position
- complete management of all Board committees and Board Charters
- assessing the effectiveness of all Board committees and members of committees and the Board itself
- ensuring that Directors and committee members are adequately educated so that they can fulfill their duties
- recommending to Council whether the Director who is President-Elect should not succeed to the position of President
So everything was going so well. Now I wish I hadn’t boldfaced that last one. Let’s get it out of the way, because we have bigger fish to fry. There is no explanation about this item (officially item 5(b)25 of the Board Charter). There are no details about how and why the Board might decide to make this recommendation. And there are no corresponding bylaws that would allow the President-Elect not to succeed as President unless 75% of Council voted to completely remove the President-Elect from the Board. The Board can recommend to Council anything it wants, including the removal of any Board Director. The Board has also, through Bylaw changes to be looked at later, given itself the authority to define the qualifications for being a Director and to remove any Director (through an unspecified mechanism) who does not meet those qualifications. So why the need for 5(b)25? And why isn’t it part of the OMA bylaws in addition to the Board Charter?
The more significant and ubiquitous changes that arise from this section are the decision to remove certain committees from being governed by the OMA bylaws and the decision to remove Council and non-Board members from some traditionally mixed committees. Some bylaw-specified committees are eliminated altogether, including the Committee on Committees, which was partially filled by election from Council in the past and will now be filled by appointment by the Board to the General Nominations Subcommittee.
Why the change and what difference does it make? The Board feels that responsibilities that fall within the Charter of the Board should be managed solely by the Board. Board governance, the financial affairs of the organization, the appointment to Board committees and the evaluation of the CEO and the strategic plan should, as Board responsibilities, be carried out by the Board and decided upon by the Board. There is also the fact that as Board Directors, they are externally responsible for these items as well, and must ensure that they are carried out legally and in accordance with regulations or they are able to be held personally liable.
And that is all well and good, but what isn’t clear is why having a minority number of non-Board members on some of these committees would harm the ability for those committees to meet their mandates or increase Board members’ liability. In addition, the organization stands to gain significantly from non-Board member participation on these committees, by being able to provide an outside view of decisions being contemplated, and more importantly, by helping to train and identify future candidates for Board or other positions within the OMA. It is not enough to say “well if you like corporate finance so much, just get elected to the Board and you can be on the Finance and Audit Committee.” The OMA membership includes many physicians with particular talent in human resources, finance and governance. Not everyone can make the huge commitment needed to be a Board Director. Why would we not want to take advantage of non-Board members’ skills on these committees?
And why, if the Council is the governing body of the OMA, would we not want Council to have some insight into the decisions being made by these Board committees? How does one justify the removal of the governing body from the actual governing?
6. Finally, the Charter concludes with statements regarding the “Governance Culture” on the Board.
These sentiments are repeated in every charter and basically boil down to each member of every body understanding their accountability, pulling together with the other members to carry out their duties, committing to acting in the interests of the OMA in corporate matters and in the interests of the membership as a whole in other matters, and fostering a positive, collegial, inclusive and respectful environment for Board Directors and staff, and accepting that the information being provided by experts on OMA staff is credible and reliable. The last statement is interesting, as it deals with a situation that has been not uncommon lately, where committee members have been at odds with advice being given by staff. How exactly committee members will be able to question data or reports given to them without contravening this principle is unclear.
I have not touched on everything in the Board Charter. I do suggest you read it through and think about your own questions and needs for clarification.
Individual Director’s Job Description:
The comparatively slim Individual Director Charter sets the mold for the specific job descriptions for positions such as President, Committee Chair, etc. What we have to realize when reading them is that these are corporate positions with corporate responsibilities and accountabilities. That once a Director is elected, they no longer “belong to” the constituency that elected them. They have no particular individual responsibility to Council or members other than to act in the collective best interests of the OMA corporation (the business, negotiations and political entities) in carrying out their duties. This new job description does not even include the obligation to meet with members of the constituency that elected them, though I have yet to encounter a Board Director who avoided meetings with members.
So is this good or bad? Does this change the way we think about Directors? Is there anything new here? Is there anything unique about OMA Board Directors that does not apply to Board Directors of any other corporation?
What else appears to have changed?
- The job description outlines specifically that Directors are expected to adhere to standards regarding preparedness for meetings, attendance at meetings, participation on a Board committee, conflicts of interest and ability to understand, to a reasonable degree, corporate finance. Further, the expectations regarding conduct in meetings and when in contact with OMA staff or senior management are outlined. How to resolve conflicts within the Board and communicate concerns about other Directors or staff are listed. Again, it is stated that OMA experts should be relied upon in good faith. Directors are also expected to adhere to the OMA Directors’ Code of Conduct and OMA Spokespersons Policy, neither of which are provided in Tab 13.
- A slight but significant change in the policy of “Board solidarity” has been made. In the past, while Board Directors were not allowed to publicly oppose a decision made by the Board, they could refrain from publicly supporting the position. This was seen in the 2016 TPSA debate. The new job description specifies that Directors must be “demonstrably committed” to board approved decisions. A footnote clarifies that “being ‘demonstrably committed’ means that you ‘publicly support’ and do not publicly oppose, disparage, question or denigrate the approved motions, resolutions and decisions of the Board. This is a distinct departure from previous. It leaves a Director with only one option in the face of a Board decision that he or she feels she cannot support on moral, ethical, or other personal grounds, or if he or she feels that the Board has been misled or misinformed. That sole option is resignation from the Board. I’m not sure that we need to have unanimity on our Board in order for it to reach valid decisions, even on the most important issues. Acquiescing to a majority or consensus decision should be sufficient. Forcing a Director to publicly make statements that he or she does not believe, forcing a Director to feel dishonest in his or her communication, this is not something that I can support. This clause should be revisited by the Board. It may prevent innovative thinkers from joining the Board and may cause a number of resignations when we least need them, during a period of high tension such as when a PSA is presented to members with a recommendation.
- Section 4 of the job description is entitled “Director Termination and Resignation,” although it has nothing to do with resignation. This section allows the Board to remove a Director who is not carrying out his or her duties and also refuses to undertake corrective action. Similarly, a Director who is not attending meetings could be removed. Directors who are removed would not be allowed to run for re-election for two years. Giving the Board the ability to remove Directors elected by other bodies (Council or Districts) is unusual. Keep in mind that vacancies on the Board can be filled by the Board with any member from the constituency or even outside the constituency, (even though traditionally an informal poll is held to inform the Board of members’ wishes). Also keep in mind that all Board meetings are confidential, so members will not know the reasons behind the removal of the Director they elected. There are no details as to how the decision to remove a director will occur – majority vote? unanimous vote? Board Chair decision? In the absence of the powers granted in this section, however, what can a Board do in order to rectify a serious problem with one of its elected members? Perhaps the issues should be brought forward to the constituency that elected the Director in the first place. Perhaps, instead of changing the bylaw to allow the Board unlimited authority to alter the makeup of the Board itself, we should make it easier for a constituency to recall it’s Board Director(s) and remove and replace them? Otherwise, we are 100% acknowledging that once elected, a Board Director has no connection to his or her constituency whatsoever, and that the only enduring representation that members have to any governing body is that of their Council delegates. And by acknowledging that, we must consider Council in a different light than previous. More in part 2.
Specific Director Charters
These Charters, for the President, Chair of the Board, President-Elect and Past President outline the expected duties and responsibilities for these positions. In broad strokes, the President is the voice of the OMA, the Chair is the voice of the Board in communicating with the CEO and is responsible for the function of all Board committees, and the President-Elect is an apprentice-type position and is automatically the Chair of the Governance and Nominating Committee. The Past-President role includes chairing the Nominating Sub-Committee but is not a member of the Executive Committee and is expected to only contribute to Board discussions as the final speaker. I think this is in recognition that this would be the third year of office for this person, who has not faced his or her electorate throughout that time. The Past-President may also carry out special assignments as needed. Each of these Charters specifies in detail the responsibilities of the positions, of which the Chair of the Board actually seems the most onerous.
- The Chair of the Board is a huge job, stretching on for seven pages compared to the President’s four. I wonder if a Vice-Chair position should be considered in order to share the load and encourage good succession planning. If the job of Board Chair is so onerous as to be unsustainable, we will lose the ability to attract high quality Directors to the position.
- The President-Elect’s automatic appointment as Chair of the Governance and Nominating Committee seems contrived, as if to give the President-Elect something to do. Since the President-Elect will be expected to take on the public speaking duties the following year, I would have hoped to see some of those responsibilities incorporated in the President-Elect role. We have to recognize that the President-Elect’s election by Council will be more dictated by his or her ability to publicly represent the OMA than his or her ability to chair an important committee or his or her knowledge of governance issues. Everything that is being done regarding Board committees seems to be pointing toward increasing the competence of the organization and choosing the best people for each job. Automatic appointments fly in the face of this wisdom. It also ensures that the Chair of Governance changes every year, something that may not be ideal.
- Similarly, the Past-President’s automatic appointment as Chair of the Nominating Sub-Committee is potentially problematic. Also, I am not sure that we should be constraining debate at the Board by limiting the participation in Board discussions by someone who may have much to offer.
- There is mention in the President’s Charter of a “Board Sanction, Discipline and Removal Policy,” but this policy is not produced for Council or potential candidates for the Board to review.
- Without seeing the OMA Spokespersons Policy, these Charters make it clear that the President is going to be the sole spokesperson for the OMA. I feel that we should be playing to our representatives’ strengths, and that the President should be the spokesperson in the situations in which he or she is best suited to carry out that responsibility. If we have a President who is great at giving speeches but not great at answering interview questions, and a President-Elect who is the opposite, why not utilize them both? We may not always be as fortunate as we are this year.
Committee Chair Charters:
These are essentially the same as the Board Chair charter, limited to the scope of the committees involved. Important to read if you are a Committee Chair or sitting on one of these committees.
This document lists the duties and responsibilities of the CEO in six pages, divided into sections for Strategy, OMA Programs, Finance, Administration, Human Resources, External Affairs, Compliance with laws and regulations and Board interactions. The CEO is the conduit between the OMA staff and the Board and is accountable for the performance and effectiveness of the OMA organization. Nothing really new here, but interesting to see the breadth of duties assigned to the CEO to delegate or carry out.
Throughout all of the above Charters and Job Descriptions, it is explicitly stated that the job of the OMA Board leadership is focused on governance and stewardship of the OMA and not on the details of how Board and Committee decisions will be taken from concept to action. If the Board feels that this activity is not happening effectively, it is the CEO to whom the Board turns. It is the CEO who bears the responsibility of making the necessary changes to improve OMA operations, and it is the CEO who is accountable if these changes are not successful.
New Menu of Board Committees:
The Board Charters develop a new menu of committees from which the Board can choose when establishing a new committee. These are not the only committees that the OMA can create, as Council has the authority to strike groups of its own. It is unclear if there are any Council committees currently in existence, as no list of committees has been released by the Board with the current documents. So let’s assume that all current committees will be either discontinued (I have an aversion to the term inexplicably preferred by the Board, “sunset” or “sunsetted”), or converted to one of the newly defined groups. While only presented as a footnote in Tab 13, these definitions are important:
- A “Board Committee” is a committee created by the Board, consisting entirely of Board members and reporting directly to the Board.
- A “Board Sub-Committee” is a committee created by the Board which reports directly to a Board Committee and whose Chair must be a member of the Board. Other members of a Board Sub-Committee do not have to be members of the Board.
- A “Board Task Force” is a committee created by the Board which reports directly to the Board. Members of a Board Task Force do not have to be members of the Board.
- An “Advisory CEO Committee” is an OMA committee authorized by the Board to report, through the CEO, on selected topics of interest to the Board. No member of the Board should serve as a member of an advisory CEO
Committee, except the President.
You can see that the designation of the committee is very important to understanding its membership and reporting requirements. Currently, the only known committees are as follows:
Board Committees: Governance and Nominating Committee (GNC), Finance and Audit Committee (FAC), Human Resources and Compensation Committee (HRCC) and the Executive Committee (EC).
Board Task Force: Board Charter and Work Plan Task Force, Negotiations Task Force.
Board Sub-committees: Nominating Sub-committee (from GNC), Pension Sub-committee (from FAC)
Advisory CEO Committee: Member Communications and Public Affairs Advisory Committee (MCPAAC).
Other existing committees will undergo transformation to one of the four committees above, with change in membership as necessitated by the type of committee it becomes. The Relativity Review Committee, for example, has a Board Director as its current Chair. Unless it becomes a Board Sub-committee, that chair should change. How committees earn their designation appears to be at the discretion of the Board, which creates all except the Advisory CEO Committees.
The Committee Charters are dense documents thanks to the inclusion of basic principles of function and behavior of every committee and committee member. The Board Committees (the “Big Three” excluding the EC) have huge mandates and heavy workloads. You can scan these by looking for the sections called “Terms of Reference” and “Duties.” I wonder if the mandates may turn out to be more than can be managed and if this will result in more committees anyway. (I also wonder about the combining of the Budget Committee and Audit Committee into one Finance and Audit Committee. Usually these functions are felt to be best carried out independently.)
The aim of the changes to committee structure is supposed to be the removal of Board Directors from influencing the recommendations of all committees, allowing Council members and regular OMA members a greater influence over these recommendations. Given that aim, it is confusing that all of the committees except for the Advisory CEO Committees can still have Board Directors as members. Sub-committees will have a Board Director as chair, since the work being done by Sub-committees relates closely to Board Committee work. Members of Sub-Committees and Task Forces do not have to be Board Directors, but nothing prevents the Board from appointing Directors to these bodies. So, if these changes are meant to ensure that the Board does not unduly influence the work of Task Forces and Sub-committees, perhaps better safeguards against this should be entertained.
Ultimately, the recommendations of all of these groups flow through to the Board for approval. There is no clarification as to the basis by which the Board decides to approve recommendations. From the Board Charters, it is clear that the Board would not and should not approve recommendations that would expose the OMA to legal or financial risk. But what about “reputational risk?” What if a committee recommends an action that the Board feels could adversely affect the reputation of the OMA and its members? Who determines if such a risk is acceptable or not? Who actually governs the OMA?
To illustrate this issue: Currently, the health care system is in crisis, partly due to an imbalance between the need for service and access to that service. (Let’s not argue about the nature of that imbalance.) Let’s say the OMA were to strike a committee of some sort to investigate alternatives and make recommendations regarding changes that might help to correct this imbalance. And let’s say that committee recommends that the OMA advocate for the introduction of a hybrid public/private model for health care system funding. How will it be decided what to do with this recommendation? Who should decide? The Board is caught between advocating for members (if the recommendation means that this change is necessary to safeguard members’ ability to provide good care in a sustainable system) and mitigating risk to the OMA, including reputational risk. Council, on the other hand, has representation from all districts and sections, and has the ability (and obligation) to obtain feedback and represent the views of the majority of members. Council is aware of the reputational risk, but may not come to the same conclusion as the Board regarding the magnitude of that risk and its implications for the future. More about this in part two as well.
Who will sit on these committees (except for Board Committees)? The selection criteria for each committee is listed and seem to aim pretty high. The criteria may screen out members who have an interest but no experience in the committee’s work. It will be mainly the work of the Negotiations Sub-committee to recommend the membership of Board groups. And unlike the previous Committee on Committees process, the Board will choose all members of this Sub-committee.
One other exclusion from involvement on these committees is that members of a Section or District executive will not be allowed to sit on Sub-Committees or Task Forces. I’m not sure this is ideal, as the executive of a Section or District usually has the best overview of the issues confronting that constituency. It would be strange to have, for example, an Emergency Room Overcrowding Task Force without involving any member of the executive of the Section on Emergency Medicine.
Also of likely interest to Council members is item 3(hh) in the GNC Charter which restates that the committee can recommend to the Board that the President-Elect should not succeed to the position of President, but goes further to state that this committee could nominate another Director to be President. Since the Board Directors will no longer be members of Council, they cannot, according to the bylaws, nominate anyone to be President or President-Elect at any time, since it is clearly stated in the bylaws that Council elects the President-Elect and if necessary, the President. I think that in the large volume of writing encapsulated in Tab 13, there will invariably be errors. The second part of 3(hh) is likely just that and should be removed. (Okay, I admit that this item may only have been of interest to Council members with a bylaw fixation. Guilty as charged.)
Finally, it is good to know that all committees and Task Forces will be expected to perform a self-assessment of their performance, roles and responsibilities. I am sure that Council and/or members would be happy to provide feedback to these groups as well, and perhaps soliciting such feedback should be added to the Charter sections related to the assessment of these bodies.
Board Secretary Mandate:
The Secretary of the Board was converted to an administrative role when the Executive Committee changes occurred at Spring Council 2017. This position is now held by an OMA staff member, but as a party to Board meetings and function, the duties are outlined in Tab 13 for completeness.
Board and Committee Workplans:
These documents, from page 95 to 181 inclusive, can be safely skipped. If you end up on one of these committees, you will become familiar with its workplan. Suffice to say that it is a good thing that each group will at least attempt to slot in all of its duties and responsibilities on a timeline in advance. It will also help to determine which committees are simply too overloaded to fulfill all of their duties and allow for some duties to be delegated effectively.
Changes to the OMA Bylaws:
So here is your chance to read the OMA Bylaws. Again.
Okay, it is not necessary to read all the bylaws. The changes highlighted in red are necessary to align the Bylaws with the changes instituted in Board governance.
- District and Assembly Board Directors will cease to hold their Council delegate position when they take on their Board position. District Board Directors will no longer sit on the District Executive.
- District Nominating Committees have been eliminated from the Bylaws. The Nominations Sub-committee will assume the work of recruiting and promoting the opportunities of running for Board Director positions in all Districts and Assemblies. The explanatory notes at the beginning of Tab 13 stated that the rest of the duties of the District Nominating Committees would remain intact, however the revised bylaws strike all mention of these committees and their duties. Therefore, it is unclear if District Nominating Committees, which do important work in helping encourage members to consider running for District and Branch Society positions, will continue on, but just outside the governance of the OMA Bylaws.
- The duties of the auditor, and references to the standing committees mentioned in the Bylaws (Audit, Budget, Nominations, Central Tariff and Committee on Committees) are removed as these duties (except for Tariff, which may continue) will be assumed by the Board Committees and Sub-committees.
- New Bylaw 10:2:3 is as follows:
The Board of Directors may establish qualifications and eligibility requirements for holding the office of director. The Board of Directors may remove from office any director who ceases to meet a qualification or eligibility requirement for holding office as director.
I think this is somewhat problematic as mentioned earlier, and is deserving of more discussion with Council.
End of Part 1
Hopefully, this outsider’s guide will have helped you wade through Tab 13. Part 2 is a look at how all of this may impact on members, Council delegates and Council as a body. It will hopefully stimulate some thinking and discussion about the substance of the Board changes, the timing of their roll-out, how Council could recommend adjustments to some of the changes and develop changes of its own, and hopefully some ideas about how all of this could lead to a stronger, more unified organization.