Governance review

Right now, some of the items and language in the By-law do not reflect modern business practices and hinder our ability to respond to changing member needs.

• E.g. The current By-law dictates that members can only vote in-person. We go to court each year to seek approval for online member voting at the Annual Meeting.

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Our aim is to have a By-law that is relevant for at least the next 10 years and guides the Association in a complex and evolving operating environment. For decades, members have trusted us to use the Governance Manual to adhere to our By-law and adjust how we do things to support effective governance and meet member needs.

As such, the proposed By-law amendments use language that is flexible and modern, allowing for adaptability over time. Instead of hard-coding details about “How” into the By-law, the details will be implemented through the Governance Manual which can be more easily adapted to respond to changing member needs.

• E.g. the future By-law clarifies that members may vote in person or online (the "What"). The future Governance Manual could detail the voting process (the "How").

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Context

• CMPA’s Board is national in scope and represents all of Canada. CMPA members currently elect Board directors (known currently as Councillors) by geographical area. While Board directors bring unique insights from their geographical areas, they owe a fiduciary duty to the Association and support CMPA’s work at a national level. This will not change.
• The Board will continue to determine the number of positions in each geographical area. The current By-law provides a minimum threshold of “no fewer than 1” elected Board position in each area. It also dictates the number of geographical areas for election.
• With a smaller Board, the proposed By-law will shift to state that each geographical area must have “at least 1” elected Board position. Additionally, the number of geographical areas will be determined by the Board and set out in the Governance Manual.
• We know that representing the diversity of practice from across the country is crucial to members. The Board will focus on maintaining appropriate geographic diversity and will specify when more than 1 position is needed for a geographical area.
• Each year, the Nominating Committee will call for and assess candidate submissions for open positions and recommend a slate of candidates, preserving CMPA members’ ability to participate in elections.

Context

• CMPA’s Board is national in scope and represents all of Canada. This will not change.
• As laid out in the Governance Manual, the Board will have the ability to determine the desired attributes, skills, specializations, practice locations, and competencies to be considered for national positions. They will also determine the number of national positions available each year, looking at the needed skills and attributes.
• Currently, there is 1 national Board position allocated to a resident. This position will be sunset, as residents will be able to seek nomination for any other open positions (see Maintaining balance of specialties for more details).
• Each year, the Nominating Committee will call for and assess candidate submissions from members across Canada (including residents) and recommend a slate of candidates for election (the slate is approved by the Board). Additionally, increasing opportunities to participate in elections, all members will be able to vote on national positions (when an election occurs).

Context

• The appointed physician positions will be used to optimize the Board’s skills and diversity and ensure the Board reflects various viewpoints and lived experiences. The positions will also provide an opportunity to address representation, e.g. appointing a rural physician if rural diversity is lacking.
• The Board will determine when appointments are needed.
• Definitions for the member-at-large positions will be established by the Board and articulated in the Governance Manual, and may include attributes such as medical specialty, resident/early career, skills, practice settings, geographical area, diverse lived experiences, etc.
• Candidates for the member-at-large positions will be reviewed and recommended by the Nominating Committee and approved by the Board.

Context

• Preserving members’ ability to participate in election, most Board directors will continue to be elected by the membership.
• The President and Vice President are appointed annually by the Board (chosen from existing Board directors) and generally serve for a maximum of 2 years. This supports good governance and will continue.

Context

• During our 2024 consultations with members, we heard clearly that maintaining a balance of family physicians, specialists, and other physicians is crucial. We are committed to maintaining an appropriate balance.
• However, the Division A (family medicine) and Division B (other specialties) definitions currently hard-coded in our By-Law use language that no longer captures the diversity of medical practice.
• As such, specific definitions and categories will be removed from the By-law, and we will continue to maintain an appropriate balance using the Governance Manual.
• Leveraging the Governance Manual to manage this important issue will give us more ability to respond to emerging issues and changing needs. Additionally, without the hard code division in the By-law, residents can seek nomination for any open position.

Context

• The current By-law dictates a two-stream nomination process (through the Nominating Committee and through the membership with 10 signatures) which members have told us is confusing. Within this current process, the Nominating Committee can only recommend 1 candidate per geographical area, making the candidate pool quite small.
• With the amended By-law, nominations will now be a single process. All candidates for open Board positions (e.g. national positions or geographical area positions) will be reviewed and recommended by the Nominating Committee, ensuring equal evaluation for all candidates.
• When selecting candidates the Committee may propose more than 1 candidate for each position, increasing the slate and supporting members’ access. Any interested member may be on the ballot as long as they contribute to the sought-after skills and experiences.
• At least 2 of the Nominating Committee positions will be filled by CMPA members who do not sit on the Board, supporting an increase in diverse viewpoints on the committee and helping to mitigate bias. This will also give all CMPA members the opportunity to sit on the committee. The Nominating Committee will be composed of 6-10 members, including the president, with at least half being Board directors and the remainder being CMPA members-at-large.
• Overall, the enhancements to the nomination process and Nominating Committee make-up preserve members’ ability to participate in elections, enhance the slate of candidates, and give the membership more influence over candidate selection.