To:All Members of the College of Family Physicians of Canada

MEMORANDUM

Date:October 15, 2015

To:All Members of the College of Family Physicians of Canada

From: Jennifer Hall, MD, CCFP, FCFP

Chair, CFPC By-laws Committee

Subject: Proposed CFPC By-Law Amendments

There are currently 2 topics with related by-law implications that need to be considered by the members of the CFPC for approval at the November 12th, 2015 Annual Meeting of Members.

1. By-law amendments correspondingto the proposed governance changes

“Enhancing CFPC’s Effectiveness in Governance and Stakeholder Engagement: Report to the members of The College of Family Physicians of Canada (CFPC), from the CFPC Board of Director’s Governance Advisory Committee” includes details that impact the current by-laws as follows:

• Changes to Board composition and function
• Changes to the Executive Committee composition and function
• Changes to the Board Director nomination and election process

The following is required:

• Amendments to our Articles of Continuance to alter the ‘minimum and maximum number of directors’. Tracked changes are inserted for your review.

• Amendments to the by-laws. Tracked changes are inserted with some additional comments. There are also highlights of the main changes noted below.

Main changes:

• Composition of the Board: Introduce a smaller, skills-based Board that can be more engaged than the current 40-member Board. The recommendation is for a Board of 11 Directors - four Officers (Past President, President, President-elect, Secretary-Treasurer) and seven Directors-at-Large. A comprehensive matrix of skills, experiences, attributes and diversity was developed to guide the composition of the Board so that it will be effective in governing the organization and reflective of our diverse membership. Among the 11 Directors one must be in his/her first five years of practice or a resident. One Director may be a non-physician member of the public.
• Election of Board Directors: The Nominating Committee willcirculate a call for interest to all members annually. The call will highlight specific gaps on the current Board. The Nominating Committee will review the applications, shortlist them, conduct interviews and propose a slate for election as Directors at the annual meeting of members. Additional nominations will be permitted from the floor at the annual meeting. If there are nominations from the floor then the newly proposed individuals in the Nominating Committee’s slate and the nominee(s) from the floor will be voted on individually by the Members and the individuals receiving the most votes will be elected. If there are no nominations from the floor the Members will vote by ordinary resolution to elect the slate of Directors as presented by the Nominating Committee.
• Governing the organization if the slate of Board Directors is not approved: If the slate is not approved, the incumbent Directors will continue in office until their successors are elected. The Board will instruct the Nominating Committee to solicit new candidates and present a new slate to the members for election at the next annual meeting of members or at a special meeting of members called for such purpose.
• Ability for members to intervene if there are no nominations accepted from the floor of the annual meeting: The Not for Profit Corporations Act (Section 163) permits a member to submit a proposal, signed by at least 5% of the members entitled to vote at an annual meeting, to the Board requesting intervention.
• Expectations of Board Directors: A Director is expected to attend at least 75% of regularly scheduled meetings of the Board and of each committee of which such Director is a member, unless the Board is advised of a valid reason why a Director cannot attend. Each Director will be bound by such rules of conduct and standards of performance for directors as the Board may from time to time prescribe. Failure to attend the prescribed number of meetings or to act in accordance with the rules of conduct or standards of performance for Directors of the corporation may result in removal from the Board.
• Future role of the Executive Committee: Traditionally CFPC’s Executive Committee of the Board (6 individuals) has functioned largely on behalf of the Board. Going forward it will be comprised of the President, President-Elect, Past-President, Honorary Secretary-Treasurer, and non-voting CEO. Main responsibilities include serving as College spokespersons; supporting and evaluating the CEO; acting for the Board in urgent time-sensitive situations only.

Other context of the proposed changes - this doesnot directly impact the by-laws but is provided for background:

What problems are the proposed changes trying to solve?

• To provide greater opportunity for interaction and dialogue. The volume of Board business to approve coupled with the large size of the Board, has limited effective interaction between Board Directors.
• The College must be responsive and nimble in its governance structure and this means having the capacity to work electronically between face-to-face meetings. The most recent Canada Not-For-Profit Corporations Act requires 100% participation and consensus among all Board Directors in order to approve a motion electronically. This is a challenge to achieve in a timely manner with 40 Directors.
• The most robust and valuable interaction has typically occurred at Leaders Forums during which specific topics are examined in detail and the perspectives of all Directors can be heard.

Opportunities for input from CFPC chapters, sections, committees and university leaders:

• Leaders of Chapters, Sections, Committees, and University Departments of Family Medicine will have multiple opportunities to connect with the Board even though they will not sit on the Board. They will be brought in to discuss relevant items on the agenda. There will be teleconferences prior and after Board meetings to solicit input and feedback. They will have the ability to request that items be put on the Board agenda. In addition, two particular annual events will provide much opportunity for face-to-face interaction between these College leaders and representatives of College constituencies, and the Board. They are the Annual Forum and the Chapter Symposium. Additional invitations where the participants will be determined based on the topic, and where the intention will always be to get all perspectives on a topic, will be held.

• The recommendations emphasize regular and ongoing communication with all members and particularly organizational leaders. We are confident that all of these opportunities will enable stakeholders to influence Board direction. The CFPC is a member-based organization. The Board must be accountable to its membership in order to function effectively.

2. Maintenance of Proficiency

Currently the CFPC’s by-laws are missing explicit information about the requirement among family physicians in Canada to participate in the Maintenance of Proficiency (MAINPRO+) program. The topic of CPD/MAINPRO+ is addressed, but in relation to maintenance of membership, in Section 9 of the by-laws. This needs to be revised to better articulate the requirement for all licensed physicians in Canada to participate in a program aimed at maintaining their proficiency, as outlined in the following 2007 Federation of Medical Regulatory Authorities of Canada (FMRAC) Position Statement:All licensed physicians in Canada must participate in a recognized revalidation process in which they demonstrate their commitment to continued competent performance in a framework that is fair, relevant, inclusive, transferable and formative.

The other important factor to articulate is that the CFPC’s MAINPRO+ program is available to family physicians in Canada who are not members of the CFPC.

A commitment to lifelong learning through Mainpro is a requirement of membership in the College. The CFPC is accountable to members and can revoke membership and special designations should a member not comply with Mainpro requirements. This is not the case for Non Member Mainpro Participants (NMMPs). The CFPC reaches out to all Mainpro participants (members and NMMPs) to support them in meeting CPD requirements. If Regulatory Authorities ask us for an update on a physician’s maintenance of competence status, we would provide such a report for members and NMMPs. The proposed by-law amendment also allows the CFPC to provide licensing authorities, with a list of members and NMMPs who are not complying with Mainpro. The proposed amendment also allows the CFPC to communicate to licensing authorities breaches in inappropriate use of CFPC’s special designations.

ARTICLES OF CONTINUANCE AMENDMENTS

BE IT RESOLVED:

THAT the amendments to the CFPC’s Articles of Continuance be approved by Special Resolution and include revising the minimum and maximum number of Directors to 9 and 18 respecitvely.

BY-LAW AMENDMENTS

BE IT RESOLVED:

THAT the amendments to the CFPC By-laws be approved.

CFPC By-laws Review Process

A standing committee of the CFPC National Board of Directors, the CFPC By-laws Committee, reviews policy changes and makes recommendations to maintain the by-laws up to date. Legal counsel is sought where appropriate.

Member Questions

College members are invited to review the proposed by-laws posted on the CFPC website at and submit any questions or comments to Sarah Scott, CFPC Director of Governance and Strategic Planning at or 905-629-0900/1-800-387-6197 +1, ext. 340.

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