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Opinion: B.C. doctors have been kept in the dark about Doctors of BC bylaw amendments
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Dr Caroline Wang, Vancouver BC. January 18, 2017.

Doctors of BC members are being encouraged by the association’s leadership to vote in favour of proposed bylaw amendments to relinquish their democratic right to elect the board of directors. If passed, the new policies and governance structure would, in effect, disenfranchise the approximately 12,000 physician members as the owners of the sole representative association for the medical profession in B.C.

Most worrisome, the majority of doctors appear to be unaware of the profound implications and risks of the proposed changes that would impact physicians, patients and the health-care system. It’s little wonder that the vast majority of doctors, who are interested in practising medicine and not trained in matters of policy governance, would choose to ignore the governance referendum as irrelevant to their practice. They don’t know what they don’t know.

Is Doctors of BC one step away from taking a blind leap of faith in asking its 10,000-plus membership to follow this path, like lemmings over the cliff? As physician members, we are accountable to our colleagues in the medical profession, to our patients and also, to the public. As a former director of the British Columbia Medical Association (BCMA) for ten years (including one year on the executive committee), and having obtained academic training in nonprofit governance and evidence-based policy-making, I feel an ethical duty to share my concerns.

The issues

The manner in which the proposed bylaw amendments were sent out to referendum on Dec. 6, 2016, closing at midnight on Jan. 18, 2017 (overlapping with the holiday season with offices closed and many away on vacation) seems designed to fly under the radar of busy B.C. physicians. Doctors of BC has not scheduled meetings to provide members with an opportunity for meaningful discussion and to more fully understand the pros and cons of the proposed structural and policy changes to their sole representative organization.

In addition, dissenting opinions are being withheld, including the disclosure of the actual vote of the board itself, resulting in a one-sided view that could influence the outcome of the referendum. Why are B.C. physicians excluded from the opportunity to engage in a robust debate, to know and consider all the facts and opinions, and to make up their own minds on how to vote?

The two-year consultative process to seek members’ input should not preclude the need for membership engagement in discussion with the board and other members about the proposal itself that is sent to referendum. Like informed consent, B.C. physicians should have the right to full information, to ask questions and to share opinions to better understand the potential risks and benefits of the new structure that would impact their voting rights. The board’s fiduciary duty to the members is not to filter, censor or present selective or biased information to influence their vote, but to enable every member to make an informed decision on the issues that affect them. Instead, physicians are being told how to vote, receiving emails from Doctors of BC to “please take a minute to vote in favour of the proposed changes.”

The proposed structure and bylaw changes

Centralization of power. The proposed governance structure would reduce the board of directors from 39 members to nine members. Enormous power would be given to a very few individuals who would have the authority to make decisions on behalf of the entire B.C. medical profession. A nine-member board would reduce the potential for necessary breadth of perspective at the decision-making table. This is problematic for a professional association that is accountable to its membership and to the public.

Nine, rather than any another number, is based on the association leadership’s decade-long preoccupation with board size that conforms to a corporate model of governance. However, the central design flaw of this one-size-fits-all view and the superficial understanding of governance principles, is that it fails to properly consider the purpose, nature and the unique needs and characteristics of the organization itself. Interestingly, even the Vancouver Board of Trade has a 26-member board of directors, plus 11 executive members, for a total of 37.

Separation of the functions of representation and governance. The new governance model would propose separating the functions of governance and representation. A 104-member representative assembly (RA) would meet three times per year to provide input to the board, with representation including specialty sections, geographical districts and various interest groups. But why would a 104-member RA, which meets less often than the current 39-member board, function better?

This proposal has much greater ramifications than just board size or function. Introducing the RA with the power to elect and remove board directors would also fundamentally alter the relationship between the board and the membership, transferring power that belongs to the membership to a separate body, bypassing individual members and diluting responsibility of the board and RA. The effect could actually decrease board accountability to members, and entrench fragmentation and division between GPs and specialists as interest groups, due to the prescriptive nature of the board and RA composition.

The idea that the RA would provide “oversight” to the board may be a fallacy. The governance board would have the fiduciary and legal power to act on behalf of the association as a whole. The RA would be an advisory body—its recommendations would not be binding. If its role is to give input and represent a large number of disparate interest groups, how can a RA that doesn’t have a governance function ever supersede the board? Since the RA and board have separate functions under the proposed bylaws, the RA would have no power or legitimacy to override and manage the board.

Under its current bylaws, the board is able to seek input from representative groups through committees and presentations to the board, and to organize a representative forum as necessary.

The membership would not have the right to directly elect their board representatives. Why would individual physicians give up their vote to the RA, an intermediary body, to elect seven out of nine board members who may not reflect their interests? Since board policy is decided by majority vote, the effect of having the membership elect only two of nine board members (president and president-elect) would undermine the power of the membership to replace a majority of the board by direct vote.

The new governance structure would remove the member-elected representatives from the board and reduce the power of district delegates to an advisory role on the RA. The RA would form a political elite of 1% that would subsume and replace the rights of individual physicians to hold their leadership accountable.

Though the RA could remove board members, the absence of clear, strict criteria to justify removal (such as criminal or unethical activity) is a concern. What is serving the best interest of the broader membership? It’s a complex question for members to decide through the democratic process at elections, not by the 1%. The role of the RA is to provide advice, and it cannot dictate to the board what policy is in the best interest of the association since that is a governance function of the board.

The need for vision and greater transparency

If the intended purpose of the board restructuring is to improve the efficiency and nimbleness of the association, why weren’t specific problems or policy failures identified to the members? Under the current board structure, emergency meetings can be called, including by teleconference. The effectiveness of any board is not due to its size but by how well it functions related to the quality of leadership, skills, ideas and level of commitment of board members.

The board has continued to avoid addressing the elephant in the room, which is the lack of transparency and the fiduciary duty of directors to the members. The revisions to the code of conduct, adopted ten years ago, prohibiting open communication of board decisions, deliberations and dissenting opinions between board directors and members, should be removed to restore transparency and accountability to the members.

Leadership is about setting direction and doing the right thing. B.C. doctors are being kept in the dark, controlled and dictated by an insular board. While the not-for-profit, private and public sectors are moving toward greater transparency and accountability, Doctors of BC appears to be descending into the Dark Ages.

The organization should act in accordance with its Professional Autonomy Policy Statement and support all physicians as they “exercise professional judgment and engage in decision-making to improve the health-care system, to advocate for the well-being of patients and society, and hold each other accountable to ensure the provision of the highest standard of health care.” An informed, engaged membership can elect physicians who are best qualified to serve on the board and executive. Holding the leadership accountable for performance and results is the only way toward improving our association as an effective, credible, efficient, and responsive organization that serves the best interests of the medical profession and the public.

What members can do:

  1. Members who have not voted can still vote until midnight on January 18 to defeat this ill-conceived governance proposal.
  2. B.C. doctors should nominate and support the best qualified candidates to run in the next election in April 2017 for the board and executive.
  3. Members can demand that all candidates for the board and executive announce their positions with the commitment to restore transparency to the members including board rules, policies and processes.
  4. The board should be required to report to the membership (at its annual meeting and after each board meeting) on the issues, positions and actions of the board. Dissenting opinions of directors and the votes at board meetings should be fully disclosed to the membership.
  5. The board should focus its attention on improving board functioning with a clear vision and strategy that addresses the problems and challenges facing the profession and health-care system.
  6. The board may propose future bylaws changes with the full engagement of the membership for informed decision-making.

 

Dr. Caroline Wang is a B.C. family physician of 30 years and a former director of the British Columbia Medical Association (1998-2008). Dr. Wang obtained a master’s degree in public administration from New York University in 2014.

The opinion has also been published in The Medical Post, link here for doctors.

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Opinion: B.C. doctors have been kept in the dark
Public

Dr Wang raises several points worth addressing.

Surely it made sense to co-ordinate the deployment of the referendum to align with the requirements of BC’s new Societies Act, which only just came into force on November 28th. The Board met, and approved the proposal, on December 2nd and the referendum opened December 7th. Waiting until January to have sent it out would have put it on a collision course with what would have otherwise been our usual spring elections and stood to have delayed implementation by a year.

While Christmas is a time when members may indeed devote less attention to the referendum, it’s conversely a time when many physicians would have at least some extent of "down time” in which those with an interest in the referendum might get to it. To allege that the timing was set so as to evade membership engagement runs contrary to how the past two-year exploration of governance change proposals has been managed, and I believe the allegation to be without merit.

It bears pointing out that the consultation process for these governance changes had been well-advertised, and had been going on for two years, and so there is no reason why any member now arguing that they had been “bypassed” could not have been establishing a dialog with their district delegates, who serve at the same time as directors of the Board, or to engage with the Governance Committee that was developing the new design. The Governance Committee conducted two significant online consultations seeking member input into the final proposal.

Dr Wang assumes that the vote of the board and dissenting board opinions are being withheld without it being clear whether she has bothered to ask for that information. I had believed her to be a subscriber to a BC doctors’ email list on which I had made it known on January 13th that I had attended the Board vote of December 2nd, and that I recalled the count of the vote in favour of the governance change proposal to have been 25 in favour and 3 against. But whether or not she was subscribed, her posting gives an incorrect view as to whether information is or isn’t available to those who go to the trouble to ask.

As to the size of the Board, while a wide range of arguments are possible as to the size that it “should be”, one should at least take into account this post at Dorger Consulting as informative. And on the question of "properly considering the purpose, nature and the unique needs and characteristics of the organization itself", does Dr Wang contend that these have been ignored? Does she not see importance to the fact that even the directors of the board in question agree that they have too many around the table?

I am sympathetic to the sense of loss among members who stand to lose their direct vote for directors in favour of indirect voting by those elected to the Representative Assembly (RA). At the end of the day, what’s important about the method by which directors are chosen should be the result. On balance, and as I’ve posted elsewhere, I’m satisfied to assign this responsibility to the RA.

Coming to Dr Wang’s proposed actions, I would encourage members to set aside her call to defeat the proposal and instead vote in favour.

I have no issue with her points 2 through 6. I would in fact encourage them.

Jim Busser, MD

Engaged member

Vancouver