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08/20/2021

Not the only nail in the coffin of democracy at CMA

Smaller board sizes, corporate style Codes of Conduct and relying on senior staff and consultants are undermining organizations like the CMA, argues Dr. Zafar Essak

On Aug. 22, 2021 the Canadian Medical Association will hold its AGM as a virtual meeting with proposed bylaw amendments that some doctors say will be the end of democracy at the CMA. While the proposed bylaw amendments deserve to be defeated by physician members, it is not the whole story. This is not the only nail in the coffin of democracy in the CMA and in the medical profession throughout the country and the provinces.

The battle lines have been drawn. A group of doctors from British Columbia have raised the alarm that, if proposed changes are not stopped, it will be the end of democracy at the CMA. They argue that the changes are not needed as diversity is already evident in the leadership of the medical profession at the national and provincial levels and the changes hide something more sinister.[BCMJ][MedicalPost] Meanwhile, three presidents of the CMA—the current president, the past-president, and the president-elect—support the changes which comes as no surprise from individuals on the board and part of the current establishment.[MedicalPost] Neither side provides details of what the changes are presuming doctors already know or know where to find them.

Read: The CMA's misguided changes

There is more to how a well-respected profession, the medical profession, has been eroded over the last two decades and how the erosion of values and principles of democracy are occurring in all aspects of our society and government. You will benefit from reading the whole story.

Bylaw amendments should be defeated
What in the past used to be a grand event, the annual convening of the CMA General Council, that would move from province to province each year and include a hive of discussion that national TV and newspaper reporters would attend and report on, has become little more than an ordinary AGM and, with the COVID-19 pandemic, one that this year, will again, be held virtually.

Searching the Internet, one can find the CMA Overview of the proposed changes for 2021 that cannot be relied upon because the descriptions of what has changed and what has not changed omits several important points. The senior staff who produced and recommended the overview and the board that approved it should be ashamed. One has to read the actual proposed changes in the CMA 2021 Annual Report Appendix B.

Reading the proposed bylaw changes leaves no doubt that they need to be defeated. The group of B.C. doctors who have communicated concerns about the changes, while their bragging rights might need more scrutiny as discussed below, are correct that the CMA proposed bylaw amendments should be defeated.

Details of the proposed changes
Although some of the proposed bylaw changes are presented as house-keeping changes there are other substantive changes peppered throughout such that it would be tempting and probably appropriate for physician members to simply reject the entire package of amendments.

The most alarming changes are proposed in Chapters 9 through 12 of the bylaws.

In section 9.2 under “Business conducted at the AGM shall include: ... allowing members to ask questions of the board of directors,” it is proposed to strikeout “which may include inquiries relating to the general health and welfare of the public or the profession.” This is missing from the overview. Why would this line be struck out as unnecessary language when it highlights and encourages discussion on the key mandate of the CMA?

In Chapter 10, General Council, we see another item totally missing from the overview of proposed changes: the final gutting out and removal of the authority of General Council as the body that shall provide policy guidance and direction to the association and removal of General Council’s sole authority to elect individuals to various positions and committees.

In Chapter 12, Nominations: the proposed changes are to rename the section to “Leadership and Diversity” thus obscuring that it is the chapter on nominations and the proposed changes are to totally remove General Council from the process, substituting a new committee and granting the board full authority for the composition of the committee; to appoint individuals and recommend three for ratification by members.

There can be little doubt that these changes will eliminate the last vestiges of General Council and place control in the hands of the board with less accountability to the general membership. The only reasonable action is to reject and defeat the proposed amendments.

Why is General Council important?
With erosion of the democratic values and principles of openness and transparency that we have witnessed over the past two decades, including the sale of MD Management to Scotiabank without the knowledge of the membership, it is not surprising that doctors have little trust and interest left in their own national or provincial associations with membership falling in recent years.

It is of interest to note that the roots of the Canadian Medical Association extend back before the formation of Canada as a country in 1867 although it was in the year of Confederation that the CMA was born. What is particularly unique about the CMA General Council is that it was structured as the parliament of Canadian physicians and was formally recognized by the Parliament of Canada in a bill introduced in 1868 but not passed into law until 40 years later.[CMAJ 1936] Nonetheless, it is this democratic vision of a parliament of physicians that we are seeing erode and at risk of disappearing with the changes to General Council that have been introduced in recent years and with the current proposed amendments of 2021.

Not the only nail in the coffin of democracy
Despite the alarm raised by the group of B.C. physicians, the proposed amendments are not the only nail in the coffin of democracy in the CMA and the medical profession. Like provincial medical associations and local divisions of family practice and specialists, there have been unrelenting changes eroding democratic values and principles over the past two decades.

Code of Conduct for directors
Foremost amongst these nails in the coffin has been a change in the Code Of Conduct for board members. In British Columbia, prior to 2005/2006 the fiduciary duties of board delegates on the provincial medical association were seen to be dictated by the then current BC Society Act (1996). The fiduciary duty of board members of any association or society was to the members.

A decline in openness and transparency of the board was occurring and, when the implications of this in a negotiated agreement with government were exposed, the members rejected the agreement and the board of directors responded with the introduction of a Code of Conduct tailored from a Corporate Code of Conduct. The directors would no longer have a direct fiduciary duty to the members but rather to the organizational entity itself. A duty to keep the knowledge they learned and decision-making as directors to themselves and away from the members. They would only tell the members what they wanted them to know.

It was precisely through adoption of a similar corporate style Code of Conduct that the CMA board of directors undertook the sale of MD Management to Scotiabank in May 2018 without knowledge or input from the member physicians.

This shift of the fiduciary duties of directors of associations and societies to a corporate style Code of Conduct began to appear in organizations throughout the province and the country.

The urgent need to clarify the distinctive nature of fiduciary duties to the members of a society was lost, or was it buried, by the bureaucrats and politicians in B.C. when the “long overdue” revamp of the Society Act occurred in 2016. Not only did the new B.C. Societies Act fail to clearly articulate the fiduciary duties of directors to the members it also opened the door to allow societies to easily transform away from being a reporting society with obligations of public disclosure and also granted them an option to later transform to a corporation.[Doclounge.net 2016]

Why would an organization like the B.C. Medical Association (Doctors Of BC) need to transform to a corporation? Surely, if it is no longer prepared to work as a medical society it should be disbanded.

Smaller board size
Another nail in the coffin of democracy in the medical profession was reducing the board size. A trend amongst corporations to reduce board size was adopted by the B.C. Medical Association (Doctors Of BC) through bylaw changes in 2017 reducing the board size from 39 down to nine. Then, in 2018 the CMA passed bylaw changes reducing the board size from 26 to 19.[CMAJ]

A reduction in board size reduces the direct voices at the place where decisions are made. It concentrates power in fewer hands and provides fewer minds to scrutinize the actions and recommendations of senior staff and others.

When a smaller board size is combined with a corporate style Code of Conduct there is a magnified destructive impact on openness, transparency and accountability to the members.

The group of B.C. physicians raising the alarm on the CMA 2021 proposed changes are right in doing so. However, despite being in positions of power within the medical profession at the provincial and national level in recent years, they failed to draw attention to and did not attempt to reverse the changes that were already eroding democracy in the medical profession. Some of them helped introduce the corporate style Code of Conduct and others gave credence to it over the medical ethical view to consider the interests of the public and their medical colleagues. Some of them were also instrumental in the introduction of the reduced board sizes and none of them have introduced and encouraged transparent review and accountability of the Board and senior staff.

Neither side provided details and instead both play on emotions; the opponents on the fear that the changes will end democracy and the three presidents on security and stability in trusting that the establishment knows best. It appears that both sides are more interested in gaining followers rather than promoting understanding.

The three CMA presidents supporting the proposed amendments included the statement: "Our proposed governance changes were developed following consultation with experts in equity, diversity and inclusion. We also held roundtables and webinars with physicians and learners about #EDI and the proposed changes, and we looked to other national professional associations for best practices in their leadership search processes."

This is not unlike the opponents in the BCMJ when they state, "The CMA ... has the financial resources to hire staff and consultants to advise on best practices."

Both appear to be urging doctors to ignore their own ability to think and, instead, to accept words and recommendations provided through an administrative process.

Principles of democracy are not based on the belief that consultants and experts have the right to tell you what to do. It is your own right to think and decide what should be done, including voting and holding those in power to account.

Maybe it is also time for a vote of non-confidence in the board of directors and also the senior staff who think it’s just a PR and marketing exercise, failing to realize it’s about people’s lives and profession. And maybe it is also time for a vote of non-confidence in previous leaders and directors who ushered in and maintained the erosive changes?

Is this an insider hostile takeover?
The board of the Canadian Medical Association with the assistance of senior staff have engineered a process: circling the wagons to exclude knowledge to the members with the corporate style Code of Conduct, reducing the board size to have fewer ears around, selling a major asset (MD Management) without the members consent, and now they want the full authority to appoint everyone except a token few who they will recommend for ratification—a token gesture that may be temporary?

The process is almost complete. Proposed amendments to the bylaws, under the business of the AGM, to remove the line: "inquiries relating to the general health and welfare of the public or the profession," the key mandate of the CMA, is the cherry on top. With proceeds from the sale of MD Management, they have $3 billion dollars in the coffers and several subsidiary companies such that they don't need the member physicians anymore. They can appoint each other and friends to positions and receive honoraria, expenses and travel without interference.

Is this an insider hostile takeover? Is this legal or is this against the CMA’s own rules and regulations?

Parallels at all levels
The parallels in the erosion of democracy in the medical profession at the national, provincial and divisional levels and the erosion of democracy in government at federal, provincial and municipal levels is inescapable. The reliance on senior staff and consultants and the lack of openness, transparency, accountability, critical thinking and adherence to democratic values and principles is alarming.

How did this happen and what can we do?
Some of the ways in how this happened have been described above. The erosion of democratic values and principles has also been written about and spoken about by others.

An excellent presentation of the forces that play on us including some thoughts on what we can do about it is provided in a very thoughtful and artistic way as a 21 minute YouTube video by the Academy of Ideas, After Skool that is well worth the time to view.

Dr. Zafar Essak is a GP/family physician from B.C. who in the 1990s was a board delegate at the BCMA for three terms and a delegate to CMA General Council several times. In 1997 he was one of the founding members of an email discussion group for doctors throughout B.C. and in 2008 he was the founding member of the doclounge.net website.

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