CPSO’s Modernization of Governance Changed Through By-law

Arrows on an upward trajectory

Changes include new model for elections

The College’s Board of Directors (previously Council – see name change below) has approved a set of governance modernization initiatives to be effected through by-laws. The changes include a new election model for province-wide elections, in place of district elections, with candidates reviewed and nominated by a Governance and Nominating Committee through a competency, skills and diversity-based process, including geographic representation. In addition to making the governance changes, all of the by-laws have been revised for drafting improvements, process improvements, streamlining and clarification.   

The first election under the new model is expected to be held in 2025.   

To make the by-laws easier to access and reference, all of the standalone by-laws have been amalgamated into the new by-law. At this time, the General By-law, Fees and Remuneration By-law and the Declared Emergency By-law have been incorporated into the same document (with the exception noted below.).      

The Register and Member Information By-laws, approved at September’s Board meeting, will not be included in the amalgamated by-laws until those amendments are all in effect in 2024. In the meantime, the register and member information by-law provisions in the current General By-law will be a standalone by-law.    

The by-laws approved at the December meeting came into effect upon the Board’s approval, except as noted below.  Most of the governance modernization initiatives will be implemented over time, once the necessary preparatory steps have been taken. Accordingly, many of the by-law changes addressing these initiatives will not take effect until a future date to be determined by the the Board.    

Below is a high-level summary of the key changes. To read about the changes in greater detail, please refer to the Board meeting materials posted on the website.    

Most of the governance modernization initiatives will need to be implemented over time, once the necessary preparatory steps have been taken

Governance Terminology   

The changes promote clarity by aligning CPSO’s governance terminology with conventional terms more commonly used and understood by the public and other corporations and organizations. In addition, the language has been made more gender inclusive.    

• Council > Board of Directors (the Board) 

• President > Board Chair 

• Vice-President > Board Vice-Chair 

• Council members/councillors > Directors 

• Public Directors 

• Elected Directors 

• Academic Directors 

• Members > Registrants 

• Annual General Meeting > Annual Organizational Meeting 

New Election Model: Competency-Based Elections   

The new election model is expected to be in effect in 2025. One component of this change would see the implementation of a process for determining candidates for election to the Board based on their competencies, skills and diversity attributes, including geography representation, with the goal of achieving a balanced Board composed of skilled, qualified directors who also reflect the diversity of Ontario’s population and the practice of medicine.   

A Board Profile will be established and periodically updated which reflects the desired competencies, skills and diversity attributes (including practice settings and geography) for Board Directors. The Governance and Nominating Committee will assess the  competencies, skills and diversity attributes of election candidates based on the Board Profile.   

New Election Model:Province-Wide Elections  

The other election model change would replace district elections with province-wide elections. A regular election will be held annually for approximately one-third of the elected Board seats (i.e. based on expiry of three-year terms). Under this model, all members are eligible to vote for any of the candidates in every election.  

Note- Elections for 2024 will continue with the electoral district model.  

Academic Representation   

This change would see a total of three Academic Directors sit on the Board, and selected based on their competencies, skills, and diversity attributes in line with the Board Profile.. Currently, each of the six medical schools have an academic representative on the Board (although only three are voting members).    

These new and revised criteria are intended to achieve a Board and committees whose members satisfy more stringent eligibility criteria.

Eligibility Criteria for Board Directors and Committee Members   

Eligibility criteria are threshold requirements that a Registrant must satisfy to be eligible to stand for election as an Elected Director, be appointed as an Academic Director or be appointed to a committee.  These new and revised criteria are intended to achieve a Board and committees whose members satisfy more stringent eligibility criteria. 

Eligibility criteria are separate and distinct from the competencies, skills and diversity attributes in the Board Profile that will be used to assess which of the candidates for Director or committee positions who have met the eligibility criteria are qualified to stand for election or be appointed to the Board or a committee.    

For a full list of the criteria, please refer to Board meeting materials which are available on the website. A partial list of the new criteria includes:   

• Registrant has not had a finding of professional misconduct or incompetence by the Ontario Physicians and Surgeons Discipline Tribunal (OPSDT) or finding of incapacity by Fitness to Practise Committee, unless the finding has been removed from the Register under the Code s. 23(11).   

• Registrant is not subject to an interim order by Inquiries, Complaints and Reports Committee (ICRC) under the Code.    

• Registrant has not had a Specified Continuing Education or Remedial Program (SCERP) ordered in the five years before the date of the election or appointment.     

• Registrant has not been cautioned in the five years before the date of the election or appointment.    

• Candidate has no findings of guilt or outstanding charges under the Health Insurance Act (Ontario), the Criminal Code of Canada or the Controlled Drugs or Substances Act (Canada) or under any comparable legislation or criminal laws of another jurisdiction.   

• Registrant is in compliance with continuing professional development requirements under the Medicine Act.    

• Candidate is not an undischarged bankrupt (i.e. member is subject to a bankruptcy process that has not been completed).   

Grounds for Disqualification of Board Directors and Committee Members  

Grounds for disqualifying Board Directors and committee members are divided into two categories:   

a) Grounds that would automatically result in disqualification.   

b) Grounds where the Board may exercise its discretion to disqualify the member.   

The revised disqualification criteria were approved to maintain a Board and committees composed of  
Directors and committee members, respectively, who continue to meet more stringent criteria. For a full list of the disqualification criteria, please refer to Board meeting materials.