Inside an Effective Governance Overhaul

Sticking around for 138 years is a good sign of an association’s ability to endure. It’s also a signal that there are probably a few old habits that need shedding.

That was the case with the Ontario Medical Association in 2016, when a debate over physician fee agreements  (opens in a new tab) brought some long-simmering frustrations to a head. Divisions on the issue splintered the membership and prompted a majority to vote against the wishes of the OMA board. In the process, members spotlighted a governance structure that wasn’t just bloated—a 26-member board, plus a 250-person council of delegates—but insular.

Member elections for board president, for instance, weren’t binding votes but instead were conducted as an “advisory referendum.”

“It seemed like the executive of the board wasn’t directly elected by members,” says Dr. Lisa Salamon, cochair of OMA’s governance transformation task force, which was created to address the issue. “There seemed to be a succession plan that was chosen by the members of the board. Theoretically, someone could run for president from the council, but it never really happened.”

Because the frustrations emerged from membership, says OMA CEO Allan O’Dette, the solutions needed to be made bottom-up, not top-down. “It had to be member-driven,” he says. “You need to have some patience, you have to have a clear roadmap, and you need to recognize that democracy is going to be messy.”

Late last year, four years after the need for changes became clear, OMA announced a new governance structure to address both size and transparency. Starting in 2021, the association’s board will be reduced from 26 to 11 members, and the council will be replaced with a smaller general assembly that’s designed to be more agenda-driven and report to the board more directly. And votes for board president are now binding.

One hallmark of the new structure is that three of the board members will now be nonphysicians. Salamon notes that under the new structure—cleanly and thoroughly detailed on a dedicated website  (opens in a new tab)—diversity is a key consideration for physician board members in terms of race, gender, areas of practice, and other areas. But making room for nonphysicians means OMA can recruit the kind of expertise that doesn’t necessarily come with an MD.

“You want to make sure that you cover skills that are important for a board, and that’s where the nonphysician board directors come into play,” she says. “Then you can say, ‘Well, we’d really like someone with some legal expertise, or some IT expertise, or some strategic planning expertise.’”

The priorities of the governance revamp were simple, says O’Dette: “Avoid groupthink and paralysis at the board level, and put the agenda-prioritizing ability back in the hands of members through the general assembly.” But that simple goal required a substantial investment of time. In addition to a full-time staff project manager and reshuffling of staff time, he says, “there were hundreds of hours of consultations with our members, hundreds of hours of group consultations, and iterative documents based on those consultations.”

Despite all that, some elements of the process moved quickly. For instance, the decision to cut board size by more than half wasn’t contentious, which surprised some. “That was actually the easiest sell,” Salamon says. “If you look at organizations that are revising their governance, by and large they were all making their boards smaller. And we could see that having a big board meant it took longer to make decisions.”

Salamon encourages organizations to be patient when undergoing a governance overhaul, and also to be confident—and ready to act on the promises made around the changes.

“I think a lot of people didn’t think a huge change like this was actually going to come to fruition,” she says. “It may see like a daunting process and a big ask of people, but we’ve seen with the pandemic and how our lives have been turned upside-down, I think people are ready for big changes. But if you’re going to embark on it, be ready to implement it when it passes.”

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