On Saturday, June 1, 2024, the New Brunswick Medical Society (NBMS) Board of Directors received a presentation from Dr. Ann Collins, Chair of the NBMS Governance Review Committee. In accordance with the mandate given to the GRC, Dr. Collins presented the Final Report of the Committee to the Board, highlighting ten separate recommendations for governance improvement within the Board, Committees and Membership structure of the NBMS.
The Board ultimately approved the GRC final report in its entirety and passed a further motion to submit the report and recommendations to the membership for consideration and ratification at the NBMS Annual General Meeting (AGM) in the fall of 2024. This endorsement reflects a Board commitment to ongoing organizational improvement and strategic governance that will allow physician members to effectively lead the NBMS in its advocacy for physicians and patients of the province.
These recommendations represent the culmination of more than 18 months of research, meetings and deliberations by the GRC, and outreach to our own members, other medical associations, and external governance experts. The NBMS membership will now be given the opportunity to review and consider these proposed changes, and ultimately vote on proposed bylaws that will be necessary to change the existing governance structure.
Recommendation #1: Change Annual General Meeting (AGM) Timing
Move the AGM to May/June starting in 2025
The NBMS AGM, traditionally held in September/October, will be moved to May/June to enhance compliance, transparency, and member attendance. This timing aligns better with NBMS fiscal year-end of December 31, ensuring more timely and effective reporting to members.
Recommendation #2: Simplify Membership Categories
Establish three broad membership categories
The current 15 membership categories will be consolidated into three, for governance purposes: Regular members (with voting rights), Pre/Post Career members (participation without voting), and Associates (no vote or participation in governance). This change simplifies governance and clarifies voting and participation rights.
Recommendation #3: Adopt Fiduciary Policies
Implement Code of Conduct, Conflict of Interest, and IDEA policies
Three new policies—Code of Conduct, Conflict of Interest, and Inclusion, Diversity, Equity, and Accessibility (IDEA)—will be adopted to enshrine fiduciary responsibilities and promote inclusive and ethical governance.
Recommendation #4: Discontinue Observers on the Board
Eliminate the practice of appointing observers
The practice of having non-voting observers at Board meetings will be discontinued to ensure confidentiality, responsibility, and clear roles within the Board. Alternative methods for member engagement and communication will be explored to ensure the important voices of Medical Students, Medical Residents, the CMA and NBMS Specialty Councils continue to have a direct link to the NBMS Board.
Recommendation #5: Discontinue Proxies on the Board
Eliminate the practice of appointing proxies
Board members will no longer be able to appoint proxies to vote on their behalf. Proxies are less relevant with the advent of virtual meetings, recordings, and ability to participate remotely. This change ensures that all Board members are fully engaged, responsible for their participation, and fully informed in their decision-making.
Recommendation #6: Discontinue the Executive Committee
Dissolve the Executive Committee
The Executive Committee, which could make decisions on behalf of the Board between meetings, will be discontinued. This change aims to empower all Board members equally and avoid a “board within a board” dynamic.
Recommendation #7: Restructure Board Officers
Redefine the officers to include only Chair, President, Past-President, and President-Elect
The roles of Treasurer and Member-at-Large will be retired. The future Chair of the Finance, Audit, and Risk Management Committee will assume the Treasurer’s responsibilities. This streamlining reduces redundancy and clarifies roles.
Recommendation #8: Adjust Board Composition
Compose the Board of Directors from eight NB Health Council zones
The Board will consist of one member from each of the eight zoned boundaries of the New Brunswick Health Council, plus four officers. This ensures balanced regional representation and reflects the diversity of the membership. District Medical Societies may continue to function as they always have but would no longer provide the geographic basis for populating the Board.
Recommendation #9: Adopt a New Committee Framework
Implement a new committee structure
The NBMS will restructure its committees to reduce redundancy and improve clarity. Six standing committees will be established: Governance, Finance Audit and Risk Management, Member Services, Economics, Negotiations, and Advocacy and Engagement. Additional subcommittees and working groups will also report through these standing committees or the CEO to ensure member voices continue to inform all the work the NBMS engages in. This framework offers 18 meaningful committee engagement opportunities for members to participate in NBMS decision making.
Recommendation #10: Define Terms of Reference for Committees
Establish clear terms of reference for standing committees
Detailed terms of reference (TORs) will guide the implementation of the six proposed standing committees. These documents are intended to provide members with information on the purpose and intent of each of the standing committees. Subject to future Board approval, the TORs will ensure clarity in scope, mandate, composition, responsibilities, and authority, aligning with contemporary governance practices.
Rationale and Benefits of Recommendations
The GRC recommendations aim to modernize and streamline NBMS governance, addressing areas for potential improvement and enhancing the organization’s ability to fulfill its strategic goals. These changes, while presenting some challenges, are necessary for several reasons:
- Improved Decision-Making: Smaller, more efficient boards and committees facilitate better engagement, clearer communication, and more timely decisions.
- Enhanced Accountability and Transparency: Aligning AGMs with the fiscal year and simplifying membership categories enhance reporting clarity and governance transparency.
- Increased Member Engagement: By restructuring the Board and Committees, the NBMS ensures all Board and Committee members are fully engaged in meaningful work, and responsible for their decisions, promoting active participation.
- Inclusivity and Ethical Standards: Adopting the IDEA policy and other fiduciary policies embeds diversity, equity, and ethical standards into the organization’s core governance practices.
- Balanced Representation: Redefining Board composition in context of clear Nominations and Appointments criteria ensures the organization remains committed to reflect the diversity of our membership and ensures all voices are heard and considered in decision-making.
Communication and Consultation with Membership
Recognizing the importance of communication and consultation, the GRC ensured ongoing communication with NBMS membership and the Board throughout the effort. This included open call for nominations to the GRC from the membership at large, updates and presentations to the Board throughout 2023-24, direct communication to members via President’s Letters and presentations to more than 270 members at five Regional Forums.
A Governance Review presentation will be held during the Physician Summit at 9:15 – 10:45 a.m. on October 5, at the Miramichi Rodd River hotel in Miramichi.
Governance Change Management
While the proposed changes may present the organization with a change in how the NBMS carries out its business, the GRC and the NBMS Board believe the long-term benefits outweigh these challenges. The NBMS has taken a thoughtful, consultative approach, engaging members through forums and incorporating feedback into their recommendations. This inclusive process helps mitigate potential drawbacks and ensures that the changes are well-founded and broadly supported.
Conclusion
The NBMS Board of Directors’ endorsement of the GRC report represents a commitment to governance excellence. The work of the Committee was approached with strategic intent, guided by principles, and strengthened through multiple touch points with the NBMS Board of Directors and membership.
In the words of the Chair of the GRC, Dr. Collins, “this represents progress…not perfection.”
In time there will be need for ongoing modifications and improvements under the guidance of a newly established Governance Committee. The ultimate test will be a well-governed NBMS in which members set direction and make meaningful contributions and staff are able to bring their full focus, talents, and commitment. These proposed changes intend to position the NBMS for greater success, fostering an environment of innovation, accountability, and inclusivity.
If members have comments or questions on any of the above-noted recommendations, please contact Tim Ross, General Counsel at the NBMS at tross@nbms.nb.ca.
Tim Ross, General Counsel
