The mass resignation of the Executive Committee of the Board of the Ontario Medical Association is not ‘abandoning ship’: the individual members are remaining on the Board of Directors because “They have a wealth of experience and knowledge that would be a significant loss to us if they were to leave the Board. The Executive Committee is making this choice in the hope that this will help unify doctors and advance the interests of the profession at this critical juncture”: “Ontario Medical Association head resigns following no-confidence vote.” The Globe and Mail, 6 February 2017.
But being ‘too legit to quit’ while vacating leadership is arguably myopic and quixotic. Most of us don’t realize that the Ontario Medical Association is a union representing doctors in Ontario. And the rhetoric of the doctors themselves is intriguingly that of union-member sentiment. The militancy here comes from a rogue group that call themselves the true representatives of “the front line workers”. As one group member put it: “if militant means representing my patients, call me Dr. GI Jane”.
The disconnect between a board of governance and those it represents is reminiscent of the recent power struggle within the Amalgamated Transit Union (ATU), the union representing Toronto’s transit workers, which we wrote about here. The OMA dispute, while not an exact parallel, resonates similarity: the electorate is not happy with the elected.
But as in the case of the ATU, this is a matter of governance, not of management-union dynamic. Why? Well because professionals “associate” versus “unionize”, but in this instance association and union are synonymous in fact and in law.
However, in contrast to most collectively-bargained scenarios where the union negotiates with the employer, here the perceived ineffectiveness of representation stems from OMA’s negotiations with the sole-source funder, Ontario’s Ministry of Health, with a discontented group of doctors leading the charge against OMA. Per The Globe and Mail:
“A rebellious faction within the group, Concerned Ontario Doctors, has attacked the departing executive for being weak in negotiations with the government and conducting secret discussions around the proposed contract.”
But the resolution — the “Executive” resigning as a committee but remaining on the Board is itself challenging. From a corporate perspective it does not constitute a ‘changing of the guard’; the guard has just left the battle line but remains firmly in control. Whether executive or not, each Board member owes a fiduciary duty to the entity served — here the OMA — which is “the highest duty known to law”. That duty — of fidelity — is rendered extremely difficult where the Board members are the subject of a successful non-confidence vote from the members that elected them to lead.
Typically such alienated representatives step down rather than step sideways. A recent example of such abdication, albeit an extremely problematic one, is the mass resignation of the voluntary Board of the not-for profit — and remarkably, not profitable — regional Goodwill: “Toronto goodwill board forced to resign for legal reasons: ex-chairman.” The Globe and Mail, 10 February 2017. Good faith perhaps; good will not so much.
Remaining a Board member when expressly told by those mandating behaviour that you no longer have their confidence, results in threading the needle to sew good governance. Better have a nimble thimble. Because resigning while remaining in charge is like being sort of pregnant. Doctors know that ain’t happening.