Corporate Governance Changes Background and Summary
Over the past three years, Resident Doctors of Canada (RDoC) has engaged in a thoughtful review of our current governance structure and the November 2013 By-law approved at a meeting of members. Reviewing the By-law periodically is good practice as it provides an opportunity to strengthen the organization based on lived experience.
The COVID-19 pandemic has provided an excellent opportunity to understand the critical role that RDoC plays in representing and advocating resident doctors. RDoC provided the fulcrum for each of the Provincial Housestaff Organizations (PHOs) to work closely together to share best practices. It was important to make sure that residents were provided with necessary personal protective equipment and to ensure that issues like redeployment were properly managed. RDoC provided an essential role in working with the College of Family Physicians of Canada and the Royal College of Physicians and Surgeons of Canada, as well as with other national medical organizations, including the Federation of Medical Regulatory Authorities, to mitigate the impact of delayed exams. Throughout the pandemic, it became clear that the strength and effectiveness of RDoC lay in the shared understanding that the PHOs are RDoC and RDoC is the PHOs. The pandemic highlighted that the need for national coordination and a seamless working relationship between the PHOs and RDoC was critical. Wanting to embed this fundamental tenet into the organization’s governance structure resulted in the Board deciding to seek the assistance of governance professionals, together with professional facilitators, to develop a modern governance model with associated changes to the articles of continuance and the By-law that would set RDoC up for success.
Using best practice facilitation techniques, multiple sessions were held with successive Boards over the past three years. Smaller teams of Board members were brought together for intensive facilitated sessions. Input was also sought from the RDoC Executive, the Finance and Risk Committee and the Executive Directors and CEOs of the Affiliate Provincial Housestaff Organizations. Regular report backs were provided to the Board of Directors. In June 2022, an outline of the work to date was provided to the Board and authorization was given to enlist legal experts to develop the required changes to the Articles and By-law.
For RDoC to be successful, the organization must be driven by a strategic plan that recognizes that RDoC is the national representative body for resident physicians outside of Quebec. RDoC exists to provide the resident voice on national systemic issues that impact the quality of resident education and training. As part of this, RDoC’s purpose is to advance the development of a humane medical culture and system to improve resident wellbeing and create the best possible resident life in Canada. RDoC accomplishes this by working with other national organizations and institutions that affect the interests of residents. Specifically, RDoC represents the interests of residents for the determination of licensing, training and qualification at the national level and assists with sharing and coordination at the Provincial Housestaff level. The proposed new By-law will ensure that there is a clear delineation of national and provincial roles and issues while also ensuring RDoC adopts a national view with an Equity, Diversity, and Inclusion (EDI) lens.
On September 10, 2022, the RDoC Board of Directors reviewed the changes outlined below to ensure that they were consistent with the principles that had been established. Following a review, the RDoC Board voted to recommend to the Special Meeting of Members acceptance of the new governance model and accompanying By-law.
Based on the input of everyone who worked on this governance review and based on the advice of our experts, the new governance structure will ensure that:
- the recognized legal members of RDoC are the Provincial Housestaff Organizations;
- the size of the Board of Directors is optimized to match current best practices for decision making with no more than 12 members;
- the role of the Board is to provide oversight for the organization;
- Board members represents all residents – not just the residents from the province in which they are training;
- each PHO member will identify one individual to sit on the Board with a term of not less than one year and not more than two years;
- members will elect three Directors at Large to sit on the Board. These positions provide an opportunity for diversity in geography, resident experience, or life experience to a one-year term;
- members will elect two External Directors who are not residents who have an identified skill set that will value to the Board. Examples may include experience in resident advocacy, medical education, or specialized skills such as finance, legal, communications, EDI, strategy or program delivery, to a three-year term;
- the terms of Board members will be variable, as identified above, to ensure continuity and mitigate the impact of turnover;
- the Executive Directors/CEOs of the Provincial Housestaff Organizations will serve as an Advisory Committee to the Board of Directors to ensure a tight connection between the PHO leadership and RDoC and to provide continuity and institutional knowledge;
- the RDoC staff will be managed by a Chief Executive Officer and this professional staff will be responsible for delivering on the Strategic Plan and running the day-to-day business;
- resident volunteers will be sought to contribute their lived experience on subject matter teams created to help deliver the strategic plan;
- resident volunteers will be sought to fill liaison and representational roles;
- members will elect two officers: a President-Elect and Treasurer-Elect every March. These individuals will automatically become the President and Treasurer at the time the full Board is elected in June. The Board shall elect a Secretary from among its members. The President, Treasurer and Secretary will serve as Officers of RDoC;
- the Past-President chairs the Governance and Human Resources Committee and is not a Director of RDoC;
- the Nominations Committee provides oversight of the nomination process and procedures for the election of the Directors and Officers. This committee works closely with the Board and PHOs to identify candidates for Board members, Officers, and Committee members;
- the Finance Audit and Risk Committee provides oversight of the financial matters of RDoC;
- the Board may create teams, committees, or advisory bodies as it deems necessary;
- membership on any team, committee advisory body or representative role is not limited to members of the Board;
- at meetings of members, decisions are by majority vote and in the event of a tie, the chair has two votes;
- at meetings of the Board, decisions are by consensus;
- members (PHOs) may resign by giving 12 months’ notice. Members remain liable for payment of any dues or other obligations until the resignation comes into effect;
- in the event of a dispute that can’t be settled informally, a dispute resolution mechanism using a three-member mediation panel is included in the By-law. If resolution can’t be reached, then a single arbitrator settles the dispute. Any costs are borne equally by the parties in dispute; and
- in the event that a resident or group of residents working in Canada (outside of Quebec) is not represented by a member, RDoC may admit these individuals or group of individuals as Associate Resident Physicians on such terms and conditions as the Directors may determine from time to time in their discretion.
A Special Meeting of RDoC members will take place on October 22nd, at which time two Special Resolutions related to governance will be introduced for approval:
RESIDENT DOCTORS OF CANADA – MÉDECINS RÉSIDENTS DU CANADA
RESOLUTIONS OF THE MEMBERS
October 22, 2022
AMENDMENT OF ARTICLES OF CONTINUANCE (PURPOSE OF CORPORATION)
WHEREAS the members of the Corporation desire, to clarify and amend the purpose of the Corporation to prioritize the promotion and advancement of the interests of resident physicians working in Canada (outside Quebec), to amend the classes of membership in the Corporation; and to amend the number of directors of the Corporation.
- The Articles of Continuance of the Corporation be amended to update and revise the purpose statement of the Corporation as follows:
5. Minimum and maximum number of Directors: Minimum number: 3. Maximum Number: 12.
6. Statement of purpose of the Corporation:
A. To provide the national resident voice on systemic national issues that impact the quality of resident education and training.
B. To advance the development of a humane medical culture and system to improve resident well-being and medical education to create the best possible resident life in Canada.
C. To maintain liaison and work with other organizations and institutions affecting the interests of resident physicians working in Canada.
8. The classes, or regional or other groups of members that the Corporation is authorized to establish:
A. The Corporation is authorized to establish a class of Members for each Provincial Housestaff Organization representing resident physicians working in Canada outside Quebec.
B. The Members in each class are entitled to notice of and attendance at meetings of Members and one vote at such meetings, except for meetings at which only Members of other classes are entitled to vote separately as a class.
10. Additional provisions:
A. The Corporation shall be carried on without the purpose of gain for its Members, and any profits or other accretions to the Corporation shall be used in furtherance of its purposes.
B. Any By-law, amendment or repeal of a By-law shall require confirmation by Special Resolution of the Members.
C. Directors shall serve without remuneration, provided that a Director may be reimbursed for reasonable expenses incurred in performing their duties. A Director shall not be prohibited from receiving compensation for services provided to the Corporation in another capacity.
AMENDMENT OF BY-LAW OF CORPORATION
WHEREAS the Members of the Corporation desire to amend the By-law of the Corporation to reflect a new governance model for the Corporation that includes, among other things, membership in the Corporation being Provincial Housestaff Organizations representing resident physicians working in Canada (outside Quebec); a Board of up to 12 Directors appointed by Members; certain provisions be introduced governing dispute resolution and the discipline of Directors and Members; and consequential amendments that will bring the By-law into alignment with best practices for Canadian Not-for-profit corporations;
- The By-law of the Corporation be approved in the form attached to this resolution.
The foregoing is certified to be a resolution passed by the members of the Corporation at a meeting duly called for that purpose pursuant to the Canada Not-for-profit Corporation Act.
DATED this 22nd day of October 2022.