Charters and Position Descriptions

Board of Directors Charter

Purpose of the Board of Directors Charter

This OMA Board Charter:

  1. Sets out the Mission, Vision, and Core Values of the OMA
  2. Sets out the role of the Board of Directors 
  3. Provides a summary of the composition of the Board
  4. Outlines the general duties and responsibilities of the Board
  5. Outlines the specific duties and responsibilities of the Board
  6. Outlines Board accountability to members
  7. Outlines the Boards delegation of authority
  8. Defines the relationship between the Board and the OMA stakeholders 
  9. Defines the relationship between the Board and the OMA staff team
  10. Reviews the right for information and independent advice 
  11. Reviews the limitations on the Board’s duties

1. Vision, Mission, Core Values of the OMA

The Board of Directors will always uphold the Vision, Mission and Core Values of the OMA: 

Vision:  To be the trusted voice in transforming Ontario’s health care system

Mission: Advocate for and support doctors. Strengthen the leadership role of doctors in caring for patients

Core Values:  

Respectful
We treat everyone with dignity and value diverse experiences and perspectives

Innovative
We seek opportunities to be creative and explore future possibilities

Bold
We courageously pursue best practices, new ideas, solutions, and opportunities to improve

Responsive
We listen to understand and connect

Transparent
We are genuine and candid in our interactions, and we hold ourselves accountable

2. Mandate of the Board of Directors

The Board of Directors (the “Board”) is a group of elected physicians and non-physicians responsible for the supervision of the core activities of the OMA.  Acting on behalf of its members, the Board is responsible for the governance of the OMA and is the highest decision-making authority within the organization.  

The Board provides oversight for the management of the business and ensures that all significant systems and procedures are in place for the organization to run effectively, efficiently, and meet all legal and contractual requirements.    

The Board develops the OMA’s approach to corporate governance, including a set of governance principles, policies, guidelines and structure specifically applicable to the OMA which will improve the effectiveness of the Board. The Board oversees all affairs of the OMA and exercises, as appropriate, the powers vested in the Board as per the OMA By-Laws, governance policies and all applicable laws and regulations.  

The overarching role of the Board focuses on governance and stewardship rather than on running the day-to-day operations of the OMA, which is the responsibility of Management. The Board respects this distinction between the role of the Board and staff.  The Board seeks to approve or reject Management recommendations and refrains from directing or instructing Management.    

3. Composition of the Board

The Board is comprised of a varied mix of skills, expertise, and diversity critical for effective oversight of the management of the OMA. Board Directors are elected by the OMA membership based on a standardized OMA candidate recruitment process. Each Board Director will possess, or develop, the requisite skills and will have access to the necessary tools required for their effective performance. 

The OMA Board includes:

  • Eleven Directors composed of 8 physicians and 3 non-physicians 
  • A Board Chair and Vice-Chair, elected by Directors from among the Directors
  • A President, who will also be one of the eleven voting Directors
  • A President-Elect, elected by the members, who will sit as an Observer for one year
  • An Immediate Past President who will sit as an Observer for one year

4. General Board Duties and Responsibilities 

The Board of Directors, as individuals and as a collective, exercises its duties of oversight, care, skill, diligence, integrity, and loyalty to ensure effective, efficient, and agile Board performance that leads to OMA mission realization. Directors of the OMA govern with the goal of enhancing executive decision-making and improving the performance of the organization in serving its members. 

The Board duties include the following:   

  • Provide oversight to the CEO’s management of OMA business and the integrity and effectiveness of all affairs of the OMA  
  • Exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances, including attentive, thorough, and careful effort in executing its responsibilities 
  • Consistently be guided by high integrity and ethics when executing its responsibilities 
  • Act in good faith and demonstrate loyalty to the OMA and its membership
  • Protect the best interests of the OMA as a whole and not the interests of any specific stakeholder entity or constituency 

In addition, the Board of Directors delivers on the following general responsibilities: 

  • Uphold the Vision, Mission and Core Values of the OMA
  • Provide unifying and inspiring leadership for the OMA
  • Approve the PSA negotiations mandate with input from the General Assembly
  • Secure a proposed PSA and forwards to members for ratification
  • Oversee CEO recruitment, support, and accountability
  • Lead the strategic planning process with the CEO, Senior Management Team, and with input from the General Assembly
  • Oversee financial performance and reporting 
  • Oversee Board Committees, Task Forces and Working Groups
  • Oversee risk management
  • Oversee human resource policy
  • Oversee compensation policy
  • Oversee governance policy
  • Oversee Board and Board Director performance and evaluation 

5. Specific Duties and Responsibilities of the Board

1. Governance

The OMA Board oversees the development and implementation of an efficient and agile governance framework for the OMA and provides governance oversight as listed in the sections above.

    • Ensures that the Board adheres to applicable laws, regulations, OMA By-laws, charters, and policies, and oversees all governance  
    • Adopts and monitors compliance of the OMA Code of Conduct that is applicable to Directors, Officers, and employees of the OMA
    • Speaks with one voice once Board decisions have been made 
    • Oversees that the OMA Governance Policy Manual is up-to-date, consistent with best practices, and contains all relevant governing policies as endorsed by the Board of Directors 
    • Engages in meaningful consultation with the General Assembly when proposing any amendments to OMA governance policies.

2. Financial Planning, Reporting and Disclosure

  The Board ensures that:  

    • The OMA meets all financial reporting and disclosure obligations according to applicable laws, regulations, rules, governance policies and other requirements relating to financial reporting and disclosure by governments and regulatory agencies
    • Adequate financial resources are in place for the organization to fulfill its mission
    • The organization has a suitable annual budget and that proper financial controls are in place  
    • All annual and interim financial statements fairly represent the OMA’s financial position, the results of its operations and its cash flows in accordance with Canadian generally accepted accounting principles 
    • The OMA’s annual financial statements are audited and reported on by a firm of Chartered Professional Accountants which is objective and independent, including: 
      1. Overseeing the nomination of a firm of Chartered Professional Accountants for appointment as the external auditor of the OMA by Members
      2. Determination of the compensation of the external auditor
    • Material financial information concerning the OMA is accurate and complete and disseminated to Board Directors in a timely manner. 

The Board may consider delegating to a Board committee (a Finance and Audit Committee or “FAC”) the responsibility to perform any of the tasks in this financial section and to make recommendations to the Board concerning them.  The role of the FAC will be to assist the Board in gaining reasonable assurance that the OMA meets its financial reporting obligations. 

3. Strategic Planning

The Board engages constructively with the CEO in setting the strategy of the OMA through a Strategic Plan.  Specifically, the Board:   

    • Jointly develops and determines long-term goals and objectives which address important member and stakeholder needs and reflects the OMA’s sources of competitive advantage and any external threats
    • Reviews, assesses and approves the OMA’s scope of business and program activities within which goals and objectives are to be achieved
    • Jointly develops a new Strategic Plan if, at any time, the Board is of the opinion that the existing Strategic Plan is no longer appropriate or relevant
    • Monitors the implementation of the Strategic Plan and the OMA’s progress toward achieving the goals, objectives, and measurement of success of the Strategic Plan at each Board meeting. 

4. Communications

    • The Board adopts a Spokesperson and Communications policy for the OMA, including a decision-making matrix that outlines a process to determine which spokesperson(s) delivers which message(s) to which audience(s). 

5. Risk Management

The Board ensures that the CEO (and senior management) identifies current and future risks that may potentially cause harm to the OMA and takes steps to monitor and manage these risks. 

6. Human Resources

The Board gains and maintains reasonable assurance that effective policies and practices are in place to enable the OMA to attract and retain talented staff to meet the goals and objectives of the OMA Strategic Plan.  

The Board may consider delegating to a Board Committee (a Human Resources and Compensation Committee or “HRCC”) the responsibility to perform any of the tasks in this section and that the HRCC will make recommendations to the Board concerning these tasks. 

As part of its Human Resources oversight responsibilities, the Board: 

    • Reviews and approves the major human resources policies and procedures of the OMA and any significant changes in them
    • Reviews and approves the annual compensation budget for the OMA
    • Reviews and approves the OMA’s comprehensive compensation and benefit programs (including annual incentive plans) for Management, in aggregate, with consideration of an appropriate combination of base salary, performance-based pay, rewards, and other compensation benefits
    • Reviews and approves the benefit and pension programs of the OMA 
    • Establishes and approves the terms and conditions of the CEO’s employment by the OMA
    • Maintains a job description for the CEO in conjunction with the Human Resources & Compensation Committee.  This job description will reflect the Board’s delegation of the powers and authority to manage the business and affairs of the OMA to the CEO
    • Selects and appoints a CEO who the Board believes can manage the business and affairs of the OMA in a manner which will enable the OMA to achieve the goals and objectives of the OMA Strategic Plan 
    • Develops a process for the annual evaluation of the CEO 
    • Discharges the CEO when the Board believes he or she is no longer capable of managing the business and affairs of the OMA 
    • Establishes and communicates a policy which defines the limits of the CEO’s powers, authority, and accountability to the Board in managing the business and affairs of the OMA – including spending and debt limits  
    • Gains and maintains reasonable assurance as to the integrity of the CEO and the other members of management, and that the CEO and the other members of management create and maintain a culture of integrity throughout the OMA
    • Develops the criteria against which the performance of the CEO will be evaluated for compensation adjustments as follows:
      • Receive and review the CEO’s annual report concerning their compliance with the human resources policies, procedures, and guidelines of the OMA 
      • Conduct an annual performance review of the CEO against the performance criteria approved by the Board  
      • Review the criteria recommended by the CEO against which the performance of members of senior management will be evaluated for compensation adjustments. Confirm that managers’ compensation is linked to the achievement of the OMA’s strategic goals and objectives 
      • Annually review and monitor the CEO’s plan for both CEO and senior management development and succession, making recommendations to the CEO, where appropriate 
      • Provide the CEO with information concerning the Board’s views on the performance of those staff members designated to support the activities of the Board 
      • Confirm that the OMA has established and maintained effective policies and practices for training and continuously improving the skills of high potential managers and employees
      • Review the results of the annual employee engagement survey 
      • Engage the services of an independent compensation consultant to assess the appropriateness of the OMA’s executive compensation every two years 
      • Ensure that appropriate HR support exists and enables the CEO to provide for an innovative and productive culture within the organization
      • Gain and maintain reasonable assurance that the Human Resources Compensation Philosophy of OMA and its associated policies, procedures and practices are:
        • Being conducted effectively and in compliance with all applicable laws, statutes, and regulations
        • Reasonable and appropriate in the circumstances given the nature of the organization and its strategic plan
        • Sufficiently and accurately reported upon by the CEO to the Board
        • Appropriately and fairly rewarding strong performance by employees

6. Board Accountability to Members

The Board is accountable to members and recognizes, respects, and protects the rights of members.  It ensures equitable treatment of all members regardless of constituency group affiliation. The Board provides members with information as required under all applicable law and will establish mechanisms for effective communication with members.

7. Board Delegation of Authority

All delegated authority emanates from the Board. The Board delegates certain powers to an officer or officers of the OMA to manage the business and affairs of the OMA:

  • The Board delegates to the Chief Executive Officer of the OMA the powers and authority to manage the business and affairs of the OMA 
  • The Board assumes the duty to provide oversight to the CEO’s management of the business and affairs of the OMA.

The Board decides which authority is delegated to Board Committees and the CEO (and their management team). 

The CEO must raise with the Board any matter of significance affecting the OMA which requires the Board’s attention, including any matters which exceed the delegated authority to the executive management.

8. Board Relations with Stakeholders

The Board is accountable to its stakeholders and respects the legitimate interests and expectations of the OMA’s stakeholders in its deliberations, decisions, and actions. The Board establishes effective communication with the OMA’s stakeholders as appropriate and required.

9. Board Relations with Staff 

The Board acts in a manner that values the contribution of management and staff of the OMA while respecting the needs of the membership.  The Board expects to have direct, open, and clear communications throughout the year with the CEO and their senior management team and other key Board advisors as needed.

10. Information and Independent Advice for the Board 

The Board has access to all OMA information, documents, and records that it determines is necessary to carry out its duties and responsibilities including but not limited to: 

  • OMA financial statements including honoraria and renumeration information
  • All reports of advice from the CEO and their management team and,
  • All reports from external counsel including a lawyer, accountant, consultant or any other advisor/professional

11. Limitations on the Board’s Duties

In contributing to the Board’s discharging of its duties under this Charter, each member of the Board is obliged only to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended, or may be construed, to impose on any member of the Board a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject. 

The essence of the Board’s duties is monitoring and reviewing to gain reasonable assurance (but not to ensure) that the Oversight Duty of the Board is:

  • Being conducted effectively and in compliance with applicable laws, statutes and regulations
  • Reasonable and appropriate in the circumstances given the nature of the organization and its strategic plan
  • Sufficiently and accurately reported upon to members and all relevant stakeholders

Approved by the OMA Board of Directors: October 22, 2020

Individual Board Director Position Description

Purpose of the Individual Board Director Position Description

This OMA Individual Board Director position description: 

  1. Sets out the mandate of the Individual Board Director
  2. Lists the specific duties and responsibilities of an Individual Board Director
  3. Sets out the term of office for the Individual Board Director 
  4. Outlines the values of the Individual Board Director
  5. Lists the knowledge of skills of an Individual Board Director
  6. Lists the leadership qualities of an Individual Board Director
  7. Outlines working relationships of an Individual Board Director
  8. Reviews the meeting attendance requirements of an Individual Board Director
  9. Reviews the termination and resignation issue for an Individual Board Director
  10. Reviews the conflict of interest policy for Individual Board Directors
  11. Reviews the Individual Board Director’s right for information and independent advice 
  12. Reviews the limitations on the Individual Board Directors duties

1. Mandate of an Individual Board Director

Individual Board Directors of the Ontario Medical Association are elected directly by members during the regular election period.  Individual Board Directors of the OMA contribute consistently and meaningfully to the effective performance of the Board of Directors and the effective implementation of the Board of Directors Charter (Board Charter)*. 

An Individual Board Director is not responsible for the operational management of any aspect of the OMA’s business and is therefore not an executive of the OMA.

*Please see the OMA Board of Directors Charter for full details. 

2. Specific Duties and Responsibilities

Individual Board Directors are accountable to members and govern with the goal of enhancing executive decision-making and improving the performance of the OMA in serving its members. 

Specifically, Individual Board Directors: 

Financial Planning, Reporting and Disclosure

  • Ensure all financial planning, reporting and disclosure responsibilities are met by the Board as per the Board Charter  

Governance

  • Ensure that the Board oversees all governance responsibilities as per the Board Charter 
  • Adhere to the OMA Directors’ Code of Conduct 
  • Support governance decisions once made
  • Respect the distinction between the role of the Board and the role of staff  
  • Focus on governance and stewardship rather than on running the day-to-day operations of the OMA, which is the responsibility of Management
  • Review and evaluate management’s recommendations and proposals to the Board
  • Maintain confidentiality of all Board and Committee deliberations, discussions, and background materials (not including what is made public) 
  • Voice any opposition to a decision being considered by the Board clearly and explicitly at the time a decision is being taken
  • Participate in an annual Board and Individual Board Director evaluation 

Strategic Planning

  • Evaluate Board decisions and proposed actions in the context of the OMA’s strategy 
  • Stay informed about activities of the OMA and the physician community, and general trends in the field in which OMA operates 
  • Ensure effective organizational planning
  • Ensure that the CEO reviews and monitors the effectiveness the OMA’s programs and that they are consistent with the organizations mission  
  • Review performance measures to assess organizational progress against the strategic plan

Risk Management

  • Work with fellow Directors to ensure that the CEO (and senior management) identifies current and future risks that may potentially cause harm to the OMA and takes steps to monitor and manage these risks 

Communications

  • Understand and accept that the OMA Board speaks with one voice and that no one Individual Board Director speaks for the Board unless specifically designated to do so
  • Adhere to the Spokesperson and Communications policy for the OMA, including a decision-making matrix that outlines a process to determine which spokesperson(s) delivers which message(s) to which audience(s) 
  • Refer all media/staff questions related to the OMA first to the CEO or their designate
  • Share relevant information in an open and timely way  
  • Share informed perspectives and opinions on issues that are the subject of Board discussion and decision
  • Direct individual questions, requests for information or written reports and analyses regarding Board/committee matters – or specific actions on the part of management – only to the Board Chair or if appropriate the Committee Chair (with copy to the Board Chair) 
  • Direct any concerns about individual staff members to the Board Chair
  • Direct any concerns about Individual Board Directors first to the Individual Board Director for resolution and subsequently, if necessary, to the Board Chair
  • Direct any concerns about the Board Chair first to the Board Chair for resolution and subsequently, if necessary, to the Chair of the Governance and Nominating Committee (“GNC”) 

Human Resources

  • Ensure all human resources responsibilities are met by the Board as per the Board Charter  

Other

  • Be available to regularly attend Board meetings as required, and be prepared by reviewing materials in advance of meetings  
  • Participate in Board retreats, training and development as required 
  • Serve on committees and task forces of the Board as required 
  • Help mentor new Board members 
  • Attend events as requested by the Board Chair or CEO
  • Submit and maintain accountability for expenses as per OMA/Board policy

3. Term of Office 

Individual Board Directors must be in good standing with the OMA and be eligible to hold office as per the OMA By-laws. Individual Board Directors will serve a two-year term (except in the situation of a by-election or mid-term appointment), with a maximum service of 6 years. 

4. Values 

Individual Board Directors consistently:

  • Uphold the Vision, Mission and Core Values of the OMA 
  • Contribute to a positive Board culture  
  • Demonstrate commitment to the success of the OMA 
  • Demonstrate commitment to Board approved decisions of the OMA 
  • Accept accountability, jointly with the rest of the Board, for the performance of the Board and the OMA
  • Act loyally, honestly and in good faith
  • Act with high levels of integrity and ethical standards 
  • Act as a champion and an advocate for physicians 
  • Act in the best interests of the OMA rather than the best interests of the Individual Board Director (or any physician group the Individual Board Director is affiliated with)
  • Demonstrate respect for all OMA members 

5. Knowledge & Skills

 The OMA relies on the skills of Individual Board Directors to ensure good decision-making and successful outcomes for the organization. Individual Board Directors contribute from personal, professional and life experience to the work of the Board.  Individual Board Directors bring the following knowledge and skills to their role or develop knowledge and skills through training and mentoring as soon as possible upon accepting their role: 

  • Knowledge of the OMA articles of incorporation, By-laws, and legislation under which the OMA exists as they pertain to the duties of an Individual Board Director
  • Knowledge of the OMA Vision, Mission, Core Values, Code of Conduct, and governance policies
  • Knowledge of and experience with Board governance best practices   
  • Understanding of the OMA organization and the Ontario health care environment  
  • Knowledge of physician matters, issues and policy impacting the OMA 
  • Ability to read and understand financial statements and to appreciate the financial implications of strategies, tactics and transactions proposed by management 
  • Strategic, generative, and integrative thinking skills
  • Excellent organizational skills 
  • Strong interpersonal and conflict-resolution skills 
  • Excellent listening, verbal and written communication skills
  • Comfortable using a variety of technologies such as computers, applications and digital collaboration tools

6. Leadership Qualities

Individual Board Directors consistently demonstrate the following leadership qualities: 

  • Personal integrity and a commitment to collaboration 
  • Ability to maintain professional, collaborative, and productive working relationships 
  • Respect for members, staff and fellow Board Directors 
  • Approachability, emotional and social intelligence
  • Commitment to sharing knowledge and experience for the benefit of the OMA 
  • Confidence
  • Impartiality, objectivity and open-mindedness 
  • Prepared to express respectful disagreement with the views of management and other Individual Board Directors 
  • Desire to strive for consensus or near-consensus decision-making 
  • Encouragement of candid discussion at meetings of the Board and Board committees
  • Readiness to ask and answer tough questions 

7. Working Relationships  

Individual Board Directors engage in effective working relationship with fellow Directors, the CEO and senior management team, as well as with the Chairs and members of OMA Committees, Panels, and Task Forces when required.  

8. Meeting Attendance

Unless excused by the Board Chair, Individual Board Directors are expected to:

  • Make every effort to attend 100% of the regularly scheduled Board meetings and all other meetings in person
  • Arrive on time and remain at the meeting until the meeting’s end
  • Inform the Chair at least 48 hours in advance of the meeting if unable to attend a meeting 

9. Individual Board Director Termination and Resignation

  • An Individual Board Director whose evaluation shows that they have not adhered to the Individual Board Director duties and values and who refuses to undertake corrective action may be disqualified from continuing to serve as an Individual Board Director
  • An Individual Board Director who has been terminated will not be eligible for re-election to the Board

10. Conflicts of Interest

  • Individual Board Directors are expected to sign a Conflict of Interest Statement immediately upon beginning their term on the Board of Directors
  • Individual Board Directors are expected to identify in advance and declare any conflict of interest regarding a matter coming before the Board or its committees and to refrain from voting on such matters 
  • In a situation where an Individual Board Director may have a conflict of interest in connection with a decision to be taken by the Board, the Individual Board Director will excuse themselves from the discussion and leave the room. The disclosure and abstention will be recorded in the minutes of the meeting. If an Individual Board Director is uncertain of the nature or extent of a potential conflict, they should discuss the matter in advance with the Board Chair and General Counsel
  • While it is not the intention of the OMA to restrict the right of Individual Board Directors to become Directors of other corporate entities, Individual Board Directors are asked to discuss with the Board Chair an invitation to join the Board of another organization where there may be a potential conflict of interest

11. Information and Independent Advice for the Individual Board Director

The Individual Board Director will have access to all OMA information, documents, and records that are determined necessary to carry out their duties and responsibilities including but not limited to: 

  • OMA financial statements including honoraria and renumeration information
  • All reports of advice from the CEO and the senior management team  
  • All reports from external counsel including a lawyer, accountant, consultant or any other advisor/professional

12. Limitations on the Individual Board Director Duties

In contributing to the Individual Board Directors discharging of their duties under this position description, the Individual Board Director is obliged only to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this position description is intended, or may be construed, to impose on any Director of the Board a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Individual Board Directors are subject. 

The essence of the Individual Board Directors duties is monitoring and reviewing to gain reasonable assurance (but not to ensure) that the Oversight Duty of the Board is:

  • Being conducted effectively and in compliance with applicable laws, statutes and regulations
  • Reasonable and appropriate in the circumstances given the nature of the organization and its strategic plan
  • Sufficiently and accurately reported upon to members and all relevant stakeholders

Approved by the OMA Board of Directors: October 22, 2020

Board Chair Position Description

1. Overview and Mandate 

The Board Chair will lead the Board of Directors and work collaboratively with Directors and the CEO to advance the vision and mission of the OMA. The Chair will:

  • Represent the collective voice of Directors and act as a spokesperson for the Board of Directors
  • Represent the Board of Directors in discussions with the CEO and consult with the CEO about achieving the goals of the Board of Directors
  • Deliver reports and speak to members, the Board of Directors and physician leaders on issues relating to Board decisions, Board accountability, and the governance of the organization 
  • Oversee that the Board of Directors and the CEO remain transparent in their processes and actions, and are accountable to the corporation
  • Act as an OMA ambassador by supporting OMA communications and advocacy efforts when required

The Chair is not an executive of the OMA in the sense that the Chair is not responsible for the operational management of any aspect of the OMA’s business

2. Term of Office 

The Chair is elected by the Board of Directors.  The term of office for the OMA Board Chair is two years, although an incumbent may be re- nominated and re-elected for an additional two-year term.   

3. Knowledge, Experience & Leadership Qualities 

Knowledge

  • The OMA Vision, Mission, Values, and Guiding Principles
  • An in-depth understanding of the professional, institutional, policy, and community context in which the OMA operates in order to recommend and oversee the impact of change 
  • The OMA By-Laws and Governance Policies
  • The OMA Board of Directors Policy Manual 
  • The OMA Code of Conduct
  • Best practices in governance 
  • Rules of Order for the conduct of meetings as specified in Nathan’s Company Meetings  
  • Familiarity with directorships and their requirements, both legal and regulatory

Experience

  • Experienced in governance and demonstrates strong knowledge of governance best practices  
  • Experience with Board of Directors and ideally will have served as a Chair of a Board or Committee
  • Experience in the facilitation, motivation, evaluation, and leadership of Directors

Leadership Qualities

  • Personal integrity and professionalism  
  • Adherence to the OMA Code of Conduct
  • Commitment to the OMA and the physician profession
  • Impartiality, objectivity and credibility 
  • Confidence, transparency and empathy
  • Respect of members, fellow Board Directors, and the community 
  • Champion for diversity and inclusion
  • Approachability, availability, and open communicativeness
  • Excellent facilitation and consensus building skills 
  • Ability to be an active listener 
  • Ability to motivate and coach Board members 
  • Ability to build relationships  
  • Strong conflict-resolution skills 
  • Ability to lead strategically and to solve problems with “integrative” thinking
  • Ability to speak to members on OMA Board matters if required 

4. Working Relationships  

The Board Chair will ensure effective working relationships with the CEO, with fellow Board Directors, and with the Chairs of Committees, Panels, and Task Forces. 

5. Specific Responsibilities

  • Assume all responsibilities of a Director
    • Please see the Individual Director Position Description
  • Deliver reports and speak to members, the Board of Directors and physician leaders on issues relating to Board decisions, Board accountability, and the governance of the organization according to the OMA communication policy  
    • Deliver reports at the AGM and at the General Assembly
    • Support the President in speaking to members related to negotiations and all Board decisions that significantly affect members
    • Speak at Town Halls as required
    • Notify members of vacancies on the Board 
  • Act as an OMA ambassador by supporting OMA communications and advocacy efforts when required
  • In collaboration with HRCC, oversee that the Board of Directors hires and manages the performance of the CEO 
    • Ensure that the Board of Directors provides the CEO with performance goals, accountability criteria, resources, advice and guidelines 
    • Ensure that the Board of Directors collectively provides an environment for the CEO that is supportive and motivating and that enables the CEO control of the OMA organization
    • Ensure that the Board of Directors supports the CEO in the process of strategic planning  
  • Conduct Pre-Board Meeting Planning
    • Determine the number, timing, and length of Board of Directors meetings in consultation with the CEO 
    • Create purposeful and effective meeting agendas in collaboration with the CEO and determine what matters to bring before the Board of Directors.
    • Focus on the right strategic discussions that are linked to OMA priorities and objectives
    • Meet or be available for discussion with Directors between meetings of the Board of Directors at the request of any Director 
    • Confer with other Directors informally prior to Board of Director meetings on any matter if, in the opinion of the Board Chair, such a discussion would enhance its later formal discussion 
    • Oversee the implementation of Board of Director decisions and ensure directors uphold decisions made
    • Reach out to the CEO or Board Committee for an explanation if the implementation of a decision has been delayed 
    • Oversee the appointment of a neutral, independent expert facilitator/chair for General Meeting of Members as required
  • Chair Effective Board of Director Meetings
    • Conduct meetings in accordance within the governing policies of the OMA  
    • Ensure that meeting agendas are focused on advancing the organizational goals and objectives and items are dealt with in an efficient and orderly manner
    • Keep the Board apprised of all key discussions and decisions made between Board meetings
    • Optimize the constructive and professional participation and conduct of all Board Members in deliberations
    • Ensure a fair, balanced, strategic, and professional discussion 
    • Manage a diverse Board of Directors  
    • Ensure that all Directors who wish to address a matter at a Board of Directors meeting are afforded a reasonable opportunity to do so – including visitors as appropriate
    • Manage difficult behaviour effectively and fairly during meetings 
    • Encourage collective decisions and consensus among Directors, especially where Directors may express conflicting positions, views, or counsel
    • Maintain order during meetings, establish an adjournment time, and prioritize items for discussions
    • Ensure that discussions at the Board of Directors are focused on the Board making the best decision for the OMA
    • Facilitate and mediate Board of Directors decisions 
      • Propose the termination of a discussion of any matter 
      • that has been thoroughly canvassed and where no new points of view or information are being presented; 
      • that falls outside the scope of the agreed upon Charter of the Board; 
      • that requires additional information for an informed decision 
    • Summarize agreed action points for Directors at the end of each agenda item and at the end of the meeting
    • Ensure that minutes of meetings are accurate and timely
    • Follow up and report on agreed action points  
    • Request any “conflicted” Director to excuse himself/herself from all discussion of the related matter by leaving the room
    • Assist with onboarding new Directors 
  • Foster a positive Culture in the Board of Directors 

The Chair sets a high standard for Board Directors conduct by modeling, articulating, and enforcing the rules-of -conduct found in the OMA’s Code of Conduct, especially rules relating to behaviour, conflicts of interest, and confidentiality. The Chair makes all reasonable efforts to promote and support a positive Board culture, so that:

    • The Board of Directors uphold fiduciary duty to OMA and the physician profession as a whole
    • The Board of Directors accepts its accountability for the performance of the OMA 
    • Board Directors understand and accept their fiduciary duty and use their best efforts in carrying out their work at the OMA
    • The actions of the Board of Directors and of the CEO have the highest level of integrity and honesty 
    • Respect and trust are developed among Board Directors
    • Relevant information is shared with Board Directors in an open and timely way  
    • Board Directors understand and observe the right of every Director to respectfully hold and express dissenting opinions 
    • Board Directors demonstrate a genuine commitment to good governance practices
    • Board Directors demonstrate a desire to function as a high-performing team
    • Board Directors act as OMA ambassadors with members and stakeholders, supporting OMA advocacy efforts when required
  • Oversee Board of Directors Evaluation

The Board Chair will: 

    • In collaboration with HRCC, oversee the design and implementation of processes for evaluating the performance of the Board of Directors and individual Directors
    • Make recommendations regarding the continuing education of Board Members
    • Seek feedback from Directors on his/her performance as Board Chair
  • Oversee Board Committee Matters
    • Act as ex-officio, voting member of all OMA Board Committees, Board Task Forces, and Board Sub-Committees Assist the GNC in recommending the appointment of Chairs and Vice Chairs and the composition for Board committees
    • Assist the GNC and the Board in regularly reviewing and recommending appropriate amendments to the OMA By-Laws, Governance Policies, the Board Charter and Position Descriptions
    • Assist the GNC and other committees of the Board in regularly reviewing and recommending appropriate amendments to their Charters 
    • Attend any meetings of any Board Committee, Board Sub-Committee or Board Task Force for the purpose of helping them to meet their obligations under their Charters
    • Speak to Committee Members on Board matters 
    • Report on Board of Directors activities to the OMA Membership
    • Ensure that relevant activities of the Chair, on behalf of the Association, are included in the Board of Directors Report to the OMA Membership 
    • In coordination with the CEO, oversee the creation of an annual Board budget for Board approval. This budget should be consistent with OMA policy concerning Board expenses and should itemize the expenses anticipated in carrying out the responsibilities and duties of the Board of Directors
    • Oversee that there is appropriate succession/risk mitigation planning for the CEO
    • Coach and mentor the Vice-Chair of the Board of Directors
    • Enforce Board Director performance management and accountability as needed 
    • Sign all official documents requiring the signature of the Board Chair
    • Perform other functions as the Board of Directors may specify from time to time

Board Vice-Chair Position Description

1. Overview and Mandate

The Vice-Chair of the Board of Directors will serve on the Board of Directors and act as the Chair of the Board either in the absence of the Chair or as requested by the Chair. The Vice-Chair will carry out certain additional leadership duties, within reason, relating to the functioning, responsibilities, and effectiveness of the OMA Board of Directors, as requested by the Chair. 

The Vice-Chair is a member of the Board of Directors and works closely with the Chair.    The Vice-Chair is not responsible for the operational management of any aspect of the OMA’s business and is therefore not an executive of the OMA

2. Term of Office 

The Vice-Chair is elected by the Board of Directors, with a term of office of two years. The Vice-Chair does not automatically assume the chairmanship in a sequential order, although an incumbent may be re- nominated and re-elected for an additional two-year term and is eligible to run for Chair (within the term limits of his/her Directorship on the Board).  

3. Knowledge, Skills and Leadership Qualities  

 The Vice-Chair is expected to have knowledge, experience, and leadership qualities similar to those of the Chair–or an ability to acquire such knowledge within a reasonable period of time.  

4. Key Responsibilities 

  • Assist the Chair, as appropriate, in fulfilling all responsibilities described within the OMA Board Chair Position Description 
  • Attend meetings with the Chair as required
  • Provide advice and counsel to the Chair as requested 
  • Chair a portion of Board meetings from time to time as assigned by the Chair (for skill development) 
  • Act as the key point of contact with the Chief Executive Officer in the Chair’s absence or incapacity and perform the responsibilities of the Chair when the Chair is unavailable 
  • Attend any training undertaken by the Chair 

President Position Description

1. Overview and Mandate

The President is required to be a Director and is elected by members during the regular election period, in the year prior to assuming office. The President fulfills the following mandate: 

  • Acts as the OMA’s Spokesperson, and the voice of the OMA on physician and professional matters
  • Works closely with the CEO and communications staff in representing the OMA when communicating to Ontarians and delivering messages to the media
  • Acts as a communications partner within the OMA, faithfully representing and advocating the OMA’s positions, even when these may conflict with their own opinion
  • Reinforces the message that the OMA is the trusted voice in transforming Ontario’s health care system, advocating for and supporting doctors, and strengthening the role of doctors in caring for patients  
  • Plays an important role in OMA public relations initiatives and reducing the impact of any negative publicity targeted at the OMA

The President is not responsible for the operational management of any aspect of the OMA’s business and is therefore not an executive of the OMA 

2. Term of Office 

The President serves for a one-year, non-renewable term and is a voting Member of the OMA Board of Directors.  At the completion of his/her full term as President, the President becomes the successor to the position of Immediate Past President.

3. Knowledge and Skills  

The position of President requires special skills which the incumbent may not immediately possess. As such, the President is therefore expected to acquire these skills as soon as possible at the expense of the OMA, subject to Board of Directors approval of a budget. The President must have the time required to effectively carry out his/her responsibilities. 

The President will demonstrate strong knowledge related to:

  • The OMA organization and the on-going issues being addressed by the OMA
  • The medical profession in Ontario and beyond 
  • The Ontario healthcare system and OMA stakeholders 
  • Issues and policies impacting the OMA 
  • Medical issues impacting physicians in Ontario 
  • The Board of Directors Policy Manual

4. Leadership Qualities

The President will demonstrate personal integrity and a commitment to collaboration and professionalism at all times. She/he will uphold the OMA code of conduct and consistently demonstrate the following leadership qualities: 

  • Excellent communication skills 
  • A team approach and ability to work with other OMA spokespeople
  • Respected by fellow Board Directors and the community
  • Ability to speak effectively to the media regarding member issues 
  • Approachability
  • Ability to be an active listener 
  • Ability to build relationships  
  • Ability to think with a strategic and integrative approach  
  • Strong skills related to conflict resolution  
  • Commitment to the OMA and the physician profession
  • Impartiality, objectivity, and credibility
  • Confidence, transparency, and empathy

5. Working Relationships  

The President ensures an effective working relationship with the Board Chair, fellow Board Directors the Chief Executive Officer, and fellow spokespeople.  

6. Specific Responsibilities

The President will fulfill his or her role as a Board Director according to the position description for a Board Director.  As Official Spokesperson for the OMA, the President will make announcements and appearances to promote the organization. Specifically, the President will:

  • Serve on the Board of Directors as a voting member first and foremost, with fiduciary duty to the OMA 
  • Speak to the media on emerging issues related to physician and professional matters as Official Spokesperson for the OMA, in collaboration with the CEO and senior management 
  • Participate in press conferences, television appearances, newspaper ads, and op-eds in collaboration with the CEO and the senior management 
  • Represent the OMA at industry events, conferences, District meetings, or other designated non-Board related events, at the request of the Board of Directors or CEO and subject to budgetary circumstances
  • Work with the OMA Speaker’s Bureau to ensure that physicians with the appropriate experience are invited to speak on a given issue (at the request of the Board of Directors or CEO)
  • Act as a mentor and coach to the OMA President-Elect in cooperation with the Immediate Past President   
  • Seek feedback on performance as President and further develop skills as needed 
  • Succeed to the position of Immediate Past President in the year following the commencement of service as President  
  • Perform such other functions as the Board of Directors may specify from time to time

President-Elect Position Description

1. Overview and Mandate

The President-Elect of the OMA is elected by members during the regular election period and sits as an Observer on the Board of Directors.  The President-Elect prepares to take on the role of President at the expiry of the President’s one-year term. 

  • The President-Elect will learn all aspects of two roles:  the role of a Board Director and the role of spokesperson for the OMA 
  • At the expiration of his/her term as President-Elect, the President-Elect will become the President

The President-Elect is not responsible for the operational management of any aspect of the OMA’s business and is therefore not an executive of the OMA.

2. Term of Office 

The President-Elect will serve a one-year term. At the completion of his/her full term as President-Elect, the President-Elect will become the successor to the position of President.

3. Knowledge & Skills

The President-Elect will develop detailed knowledge during the year as President-Elect related to:

  • The OMA organization and the on-going issues being addressed by the OMA  
  • The medical profession in Ontario and beyond 
  • The Ontario healthcare system and OMA stakeholders  
  • Issues and policy impacting the OMA 
  • Medical issues impacting physicians in Ontario 
  • The Policy Manual of the Board of Directors 
  • Excellent interpersonal and conflict-resolution skills.

4. Leadership Qualities

The President-Elect will demonstrate personal integrity and a commitment to collaboration and professionalism at all times. She/he will uphold the OMA code of conduct and consistently demonstrate the following characteristics of leadership: 

  • Excellent communication skills, with a team approach and an ability to work with others 
  • Respect of members, fellow Board Directors, and the community
  • Approachability
  • Ability to be an active listener 
  • Excellent communicator with a team approach and ability to work with others 
  • Approachable
  • Ability to be an active listener 
  • Ability to motivate and inspire members and the public    
  • Ability to build relationships  
  • Ability to think with a strategic and integrative approach  
  • Strong conflict-resolution skills 
  • Commitment to the OMA and the physician profession
  • Impartiality, objectivity, and credibility 
  • Confidence, transparency, and empathy

5. Working Relationships  

President-Elect will ensure an effective working relationship with the Board Directors and the CEO and work closely with the President and Immediate Past President to develop a readiness to assume the role of President.

6. Specific Responsibilities

The President-Elect will: 

  • Serve on the Board of Directors as an observer, with fiduciary duty to the OMA  
  • Perform the responsibilities and duties of the OMA President in the President’s absence or as requested by the Chair (see the President’s Job Description)
  • Develop the knowledge and skills needed to speak to physician and professional matters

Immediate Past-President Position

1. Overview and Mandate

The Immediate Past President of the Ontario Medical Association sits as an Observer on the Board and supports the Board of Directors with experience and knowledge gained in the role of President. 

The Immediate Past President is not responsible for the operational management of any aspect of the OMA’s business and is therefore not an executive of the OMA. 

2. Term of Office 

The Immediate Past President will serve a one-year term.

3. Specific Responsibilities 

The Immediate Past President will:

  • Serve on the Board of Directors as an observer, with fiduciary duty to the Board 
  • Perform the responsibilities and duties of the OMA President in the absence of both the President and the President-Elect (see the Position Descriptions for President and President-Elect)
  • Assist with training and mentoring when requested
  • Carry out any special assignments as requested by the Board Chair

Past Presidents Position Description

1. Overview and Mandate

Past Presidents of the Ontario Medical Association may be called on by the Board Chair or CEO to provide counsel or support initiatives of the OMA.  Each Past President brings in depth experience and knowledge gained in their role of President and Immediate Past President and may have particular talents that would assist the organization from time to time. 

The Past President is not responsible for the operational management of any aspect of the OMA’s business and is therefore not an executive of the OMA. 

2. Term of Office 

The Past President will not formally serve any further terms on the OMA Board and will be called on an “as needed” basis to support the OMA.  

CEO Position Description

General Responsibilities

The CEO’s primary responsibility is to provide executive leadership of the Ontario Medical Association (“OMA”), and to facilitate the ongoing sustainable operations and highly effective performance of the OMA. As the top executive of the OMA, the CEO is responsible for the operational management of the OMA and its subsidiaries through their “Designated Senior Management” team and ultimately responsible for all managerial decisions and outcomes.

The CEO is the most senior point of contact between the Board of Directors and the corporate operations and leads the strategic direction of the OMA with the Board of Directors through the development and operationalizing of the strategic plan and as an active member of the Board.

The CEO is accountable for building key relationships with the President and President- Elect, key stakeholders in the provincial government, and related ministries and agencies. The CEO is also accountable for communicating to the membership and stakeholders on OMA activities and operations as appropriate.

The CEO is also the lead change agent in times of transformation and/or modernization of the OMA, and is responsible for the alignment of the OMA’s strategic direction, goals, values, and mission with the Association’s organizational architecture and governance model.

Specific Responsibilities

Without limiting the generality of the responsibility of the CEO as described in Section 1 above, the CEO shall manage the overall operations and resources of the Association in accordance with all policies of the OMA, and the direction received by the Board.

In so doing, the CEO shall be accountable for the following:

  1. In conjunction with the Board, create and implement the OMA strategic plan and develop the appropriate mission, vision, values and goals which align with it ensuring a collective understanding across the Board, Council, Senior Management Team, and OMA staff around their roles and responsibilities in delivering on the strategic plan;
  2. Formulate and recommend to the Board, the scope of business and program activities within which the OMA’s mission, vision, values and objectives are to be achieved, maximizing both the Association’s value to its Members and the long- term success and sustainability of the OMA;
  3. Review and report regularly to the Board concerning the Association’s progress towards its strategic plan, operating and financial budgets, and all material deviations from them, and identify any risks and develop mitigation plans;
  4. Oversee the preparation and implementation of the annual capital, and operating budgets and plans that support the strategic plan with the Boards approval;
  5. Ensure that appropriate financial, people, and infrastructure resources are in place to support the strategic and operational plans in the present and as the OMA grows;
  6. Keep the Board fully informed of all significant operational, financial, and other matters relevant to the Association, including legal, regulatory, and governmental policy developments; and ensure the OMA’s compliance with them;
  7. Through direct reports, develop and execute operating programs and plans, maintain corporate and financial records and reports ensuring their accuracy and timely publication (where applicable);
  8. As the Executive of the OMA ensure the needs of members are captured and considered in the OMA’s delivery plan; including the role of advocacy, negotiations, and governance transformation;
  9. Communicate and educate members, the government, and the public about the OMA, and promote the OMA to all relevant stakeholders through meaningful dialogue and/or thought leadership positions;
  10. Represent the OMA at all times as the chief executive and advocate with interest groups internally and external to the OMA to support the priorities of the organization;
  11. Authorize the commitment of corporate resources, including contracts, transactions and arrangements in the ordinary course of business, capital spending, and any other projects within delegated limits form the Board in order to pursue the approved strategies, business plans, and objectives of the Association, providing details of exposures and risks to the Board in a regular and timely basis;
  12. Take reasonable steps to ensure that the Association’s assets are adequately safeguarded and optimized in the best interests of the Association and its members;
  13. Oversee a strategic human resources plan to attract, retain, develop, and engage key talent in a sound an effective organization structure with clear definition of accountabilities and responsibilities at all levels within the OMA; including staffing requirements, training and development, appropriate human resources and governance policies, effective and appropriate programs, and ensure alignment with the OMA’s strategic plan;
  14. Annually prepare and recommend to the Board, through the HRCC, a succession plan for both CEO and Senior Management and provide the members of the Board with exposure to the Designated Senior Management and other employees who have the potential to become members of Senior Management team and/or potential successors to the CEO or Designated Executives;
  15. Advise the Board and/or the Chair of the HRCC of any changes in relevant staff, organization structure, polices, annual compensation budgets, and program introduction/design changes and work in consultation/collaboration with them to make any changes as appropriate;
  16. Provide the HRCC and the Board with the CEO proposed performance objectives annually, and ensure they align with current issues, member needs, and the strategic plan, while also aligning the objectives of the Designated Senior Management team;
  17. Through the HRCC, report to the Board on the results of any annual employee engagement survey;
  18. Ensure that effective communications and appropriate relationships are maintained with the Council, members of the Association, and other stakeholders;
  19. Take reasonable steps to ensure the safe, efficient operation of the Association and to ensure that all operations and activities of the Association are conducted in accordance with all laws, regulations, the Association’s Code of Conduct, sound business practices, and the other policies and practices approved by the Board;
  20. With the Board, ensure there are appropriate governance measures in place, and that all resources needed for the Board to operate effectively and efficiently are provided;
  21. As needed, create short term Task Forces of OMA staff and members/non- members to assist on any matter related to the effective performance of the OMA and to inform and routinely report to the Board of their existence, activities and progress; and
  22. Regularly inform and educate Board members regarding the businesses of the OMA

The foregoing list of duties is not exhaustive, and the CEO may, in addition, perform such other functions as may be necessary or appropriate in the circumstances, within the authority delegated by the Board, for the performance of the CEO’s responsibilities.

General Assembly Charter

Purpose of this OMA General Assembly (GA) Charter

This GA Charter:

  1. Sets out the mandate of the GA 
  2. Establishes the guiding principles of the GA 
  3. Outlines the specific duties and responsibilities of the GA 
  4. Defines the structure of the GA   
  5. Reviews the reporting and communications process
  6. Outlines the General Assemblies’ right for information and independent advice 

This GA Charter applies to all of the entities that are part of the General Assembly, including the Networks, Priority and Leadership Group, Panels, Working Groups, and the General Assembly Steering Committee.

1. Mandate of the General Assembly

The GA is composed of several entities that are collaborative, diverse and empowered to support the OMA’s priority and policy generating process. The GA will work together across constituencies and demonstrate that the OMA is united, future-focused and outcome driven.  As an essential resource to the Board of Directors in its decision-making, the GA is responsible for making recommendations to the Board, based on the priorities set by the Priority and Leadership Group:

  • That are based on available evidence and best practices 
  • That incorporate appropriate input from OMA Constituency Groups including elected leadership and/or members  

2. Guiding Principles 

  • The GA supports the vision and mission of the OMA 
  • The GA promotes understanding and cooperation among its constituencies
  • The GA reflects the diversity of the profession
  • The GA is transparent to members through its work and procedures 
  • The GA promotes innovative thinking
  • The GA supports fairness and consensus-building
  • The GA supports a culture of agility, unity, cooperation and teamwork
  • The GA contributes to an effective OMA governance system where roles and accountability are clearly delineated 

3. General Assembly Responsibilities

The GA advocates for the well-being and interests of the profession as a whole. The General Assembly, with all of its entities, will place the highest priority on addressing the needs of the entire Ontario physician community, while bringing forward the unique perspective of the Constituency Group that they represent. Specifically, the GA entities will:

  1. Identify strategic and priority issues through an annual priority-setting conference including:
    • Setting priorities for physician issues and health care policy
    • Setting priorities for advocacy and compensation issues  
    • Supporting the OMA strategic planning process 
  2. Support the development of recommendations addressing OMA health policy and professional priorities, compensation priorities, and physician advocacy priorities through the efforts of Panels and Working Groups
  3. Hold a conference at least once a year that includes leadership development, learning, and networking opportunities
  4. Ensure that new communication tools and processes for ongoing member engagement are implemented 
  5. Elect the GASC including the Chair and Vice-Chair 

4. Structure of the General Assembly 

The GA is composed of Networks, a Priority and Leadership Group composed of 125 leaders nominated from Sections, Districts and Fora*, Panels, Working Groups, and the General Assembly Steering Committee (GASC). 

The work of the GA and all its various entities will be supported by OMA staff.

*Note: Please see the Priority and Leadership Group Delegate Allocation Policy for further details

GA Networks

    • The Networks act as forums for physician collaboration and finalize Delegates for the Priority and Leadership Group

GA Priority and Leadership Group

    • The Priority and Leadership Group convenes annually to support the OMA to identify policy priorities that aim to address the opportunities and challenges facing the profession. The Priority and Leadership Group also supports the development of the OMA strategic plan in strategic planning years

GA Panels and Working Groups 

    • There are three GA Panels — Issues & Policy, Compensation, and Advocacy — that oversee the generation of recommendations for consideration by the Board of Directors. GA Panels will establish a series of Working Groups to deliver and make recommendations on approved priorities 

General Assembly Steering Committee (GASC)

    • The General Assembly Steering Committee ensures the General Assembly, with its various entities, fulfills its mandate and functions effectively

Note: Please see the GA Network, Priority and Leadership Group, Panels, Working Group and General Assembly Steering Committee Charters for further details

5. General Assembly Duties

Priority and Leadership Group Delegates and members of the General Assembly Steering Committee (GASC), Panels and Working Groups, will be required to exercise duty of care, skill, diligence, integrity, both individually and collectively, to ensure an effective and efficient GA.  Priority and Leadership Group Delegates and members will:

  • Meet their duty of care to the OMA and its membership when carrying out its duties and responsibilities
  • Demonstrate skill and diligence through attentive, thorough, and careful effort in executing their responsibilities 
  • Be guided by high integrity and ethics when executing their responsibilities  
  • Act in good faith and demonstrate loyalty to the OMA and its membership 
  • Demonstrate respect for all OMA members and constituencies 
  • Exercise vigilance for and declare any apparent or real conflict of interest in accordance with the General Assembly’s policies
  • Uphold confidentiality of all information deemed confidential and ensure there is no disclosure through any means, including social media 
  • Act as a champion and an advocate for physicians, the OMA, and the General Assembly 
  • Accept accountability, jointly with the rest of the General Assembly, for the performance of the General Assembly  

6. Reporting and Communications  

Open and transparent communication between all the GA entities is essential to the success of the GA.  Working Groups, Panels, and the GASC will be accountable and provide regular progress reports as per OMA governance policies. 

7. Information and Independent Advice

The GA will have access to all existing OMA information, documents, and records that it determines is necessary to carry out its duties and responsibilities (except in camera records or restricted embargoed records), including any and all reports from external counsel including a lawyer, accountant, consultant or any other advisor/professional.

Priority and Leadership Group Delegate and Entity Member Position Description

Purpose of this Priority and Leadership Group Delegate and Entity Member Position Description

This Priority and Leadership Group Delegate and Entity Member Position Description:

  1. Sets out the mandate of the Priority and Leadership Group Delegates and Entity Members (Entities include Networks, Panels, Working Groups, and the General Assembly Steering Committee)
  2. Defines the specific responsibilities of the Priority and Leadership Group Delegates and Entity members    
  3. Sets out the qualifications and term of office for the Priority and Leadership Group Delegates and Entity members    
  4. Outlines the knowledge and skills required for a Priority and Leadership Group Delegate and Entity member    
  5. Provides a summary of the leadership qualities required for a Priority and Leadership Group Delegate and Entity member 
  6. Reviews the working relationship requirements for Priority and Leadership Group Delegates and Entity members    

1. Overview and Mandate

Priority and Leadership Group Delegates and Entity Members will convey the views of members within a collaborative, professional, and staff-supported forum.  They will represent diversity in type of medical practice, leadership experience, gender, region, and other diversity characteristics.  They will be expected to demonstrate strong leadership and will: 

  • Contribute consistently and meaningfully to the work of the General Assembly  
  • Provide input into the priority setting and advisory functions of the General Assembly  
  • Constructively engage with fellow Priority and Leadership Group Delegates, Entity Members and OMA staff to improve the outcomes of the General Assembly

Priority and Leadership Group Delegates and Entity Members will uphold the General Assembly Mandate, Guiding Principles and Charter. In addition, Delegates will: 

  • Be in good standing with the OMA and be eligible to hold office as per the OMA By-laws 
  • Be available to regularly attend any meetings of the various entities within the General Assembly as required 

2. Specific Responsibilities

Priority and Leadership Group Delegates and members of the various General Assembly entities exercise due diligence in the performance of their duties, including the following: 

Meeting Preparation

  • Prepare for meetings and read in advance all materials 
  • Ensure a continual process for Priority and Leadership Group Delegates and Entity Members to become familiar with a range of issues

Member Engagement 

Priority and Leadership Group Delegates: 

  • Solicit feedback from Elected Leaders and members within their Constituency Group and act as their information resource as supported by OMA technologies, tools, and processes  
  • Act as an effective conduit between member’s interests and the OMA 
  • Bring important emerging Constituency Group issues to the Network and the General Assembly as needed 
  • Report to Constituency Group Elected Leaders on solutions generated by General Assembly Working Groups
  • Recruit future Constituency Group Elected Leaders  
  • Act as a mentor for new Priority and Leadership Group Delegates

Priority-Setting 

Priority and Leadership Group Delegates:

  • Help to set policy priorities using voting or other decision-making tools
  • Provide input in setting the OMA Strategic Plan
  • Engage in knowledge transfer with other Priority and Leadership Group Delegates to support positive outcomes for physicians

Other Responsibilities

Priority and Leadership Group Delegates and Entity Members:

  • Participate in training and development programs as recommended by the General Assembly Steering Committee or OMA staff
  • Submit expenses and maintain accountability as per General Assembly and OMA policy

3. Qualifications and Term of Office 

  • Priority and Leadership Group Delegates and Entity Members must be in good standing with the OMA and be eligible to hold office as per the OMA By-laws and are selected from among their Constituency Group Elected leadership   
  • Priority and Leadership Group Delegates and Entity Members, Panels and GASC serve a two-year term, which can be renewed twice, for a maximum of 6 years consecutive service 
  • Priority and Leadership Group Delegates and Entity Members, Panels and GASC may return after a two-year break from serving as a Delegate  
  • Maximum lifetime service as a Priority and Leadership Group Delegate or Entity Member is 10 years

4. Knowledge & Skills 

The General Assembly will rely on the skills of Priority and Leadership Group Delegates and Entity Members to achieve successful outcomes.  Professional experience including leadership positions in health care or other related fields is an asset.  General Assembly Priority and Leadership Group Delegates and Entity Members will bring the following knowledge and skills to their role or will acquire knowledge and skills through training and mentoring as soon as possible upon accepting their role:   

  • Knowledge of OMA By-laws under which the General Assembly exists, the OMA Vision, Mission, Core Values, and governance policies as they pertain to the duties of a Priority and Leadership Group Delegate and Entity Member
  • Understand and respect the differences between the responsibilities of the General Assembly and the responsibilities of the OMA Board
  • Understand the Ontario health care environment, the OMA’s strategic and operational goals and the on-going issues being addressed by the OMA
  • Experience in developing and maintaining professional, collaborative and productive working relationships 
  • Excellent listening, verbal and written communication skills
  • Excellent organizational skills 
  • Comfortable using modern digital tools and willing to learn new applications as needed

5. Leadership Qualities  

Priority and Leadership Group Delegates and Entity Members

  • Demonstrate a commitment to strong leadership skills within the General Assembly 
  • Act as a physician role model for solution-focused, collaborative leadership
  • Act as a champion for a diverse and inclusive environment
  • Work with impartiality, objectivity, credibility and empathy; be willing to assume positive intent in relating to others  
  • Participate with strong initiative, creative ideas, enthusiasm, and focus
  • Contribute to making good decisions with emotional maturity, good judgment, professionalism

6. Working Relationships  

  • Priority and Leadership Group Delegates encourage Constituency Group Elected Leaders to solicit input from the members of their Constituency Group related to prioritizing physician issues
  • Priority and Leadership Group Delegates collaborate across Constituency Groups, within their Network and across all Networks 
  • Priority and Leadership Group Delegate are approachable and objective leaders within their Constituency Group, ensuring that all voices are heard

General Assembly Networks Charter

Purpose of this General Assembly Networks Charter

This General Assembly Networks Charter:

  1. Sets out the mandate of the General Assembly Networks
  2. Sets out the specific responsibilities of the General Assembly Networks
  3. Outlines the structure of the General Assembly Networks
  4. Outlines Delegate Selection for the General Assembly

1. Network Mandate 

The Networks will promote leader cooperation, knowledge sharing, issue identification, resource sharing and confirmation of delegates to the Priority and Leadership Group.  Each Network promotes the mandate, guiding principles and key activities of the General Assembly. 

2. Specific Network Responsibilities

Each Network will:  

  • Provide a forum for Constituency Groups with similar interests to collaborate in identifying, prioritizing common issues 
  • Conduct effective virtual meetings utilizing staff-supported tools and resources such as professional facilitation, meeting agendas and action plans when required
  • Confirm a diverse and skilled slate of Network delegates to serve on the Priority and Leadership Group 
  • Ensure that the Network Delegates within the Priority and Leadership Group best represents the diversity of the constituencies’ membership  
  • Facilitate the sharing of resources, particularly across smaller Constituency Groups, to assist them with their ability to respond to requests for input from the OMA
  • Provide a forum for smaller Constituency Groups to work together to ensure that their common views are expressed
  • Advocate to protect and promote the best interests of the profession
  • Stimulate collaboration, support, and teamwork 
  • Monitor progress in achieving the Network’s goals and participate in a self-assessment of the Network as requested by staff

3. Structure of the General Assembly Networks

Composition of the Networks:

  • General Assembly Networks are collaboration forums composed of OMA physician leaders from Sections, Districts and Fora with common interests, goals and issues. 
  • Networks exist as groups of constituencies rather than groups of specific people. Each Network will have unique priorities, issues and tasks that will need collaborative work. Depending on the subject of each discussion, constituencies may choose to have different elected leaders participate in different exercises. Allowing constituencies the flexibility to be represented by the best person for each task is a novel approach that will keep Network work well-informed and efficient.

There are six General Assembly Networks: 

  • Four Networks consist of Section Constituency Groups that include Primary Care, Medical, Surgical and Diagnostic. 
  • The Regional Network is composed of Districts and the Rural Forum
  • The Academic Network consists of Academic Forum members, residents, and students.  
  • Sections can request a change on which Network to align with 

4. Delegate Selection for the General Assembly

Constituency Groups will nominate Delegates for the Priority and Leadership Group and share these nominations with their Network.   The Networks will utilize a skills and diversity matrix to finalize their Delegates for the Priority and Leadership Group.

General Assembly Panels Charter

Purpose of this General Assembly Panels Charter

This OMA General Assembly Panels Charter:

  1. Sets out the mandate of the General Assembly Panels
  2. Outlines the role of the General Assembly Panels
  3. Reviews the specific duties and responsibilities of the General Assembly Panels
  4. Defines the structure of General Assembly Panels

1. General Assembly Panel Mandate 

General Assembly Panels will oversee the development of solutions-focused recommendations for consideration by the Board of Directors. OMA General Assembly Panels will seek to understand the varied perspectives of members.  

2. Role of the General Assembly Panels 

  • The Panels oversee the generation of recommendations by Working Groups to be sent to the Board of Directors for consideration 
  • Panel members are highly knowledgeable about their Panel’s thematic focus
  • The Panels will review Working Group recommendations to ensure they meet all criteria prior to being advanced to the Board
  • Under the direction of Panels, staff will coordinate Working Group presentations to the Board  
  • The Issues and Policy Panel, in consultation with staff, oversees recommendations related to addressing OMA health policy and professional issues
  • The Advocacy Panel, in consultation with staff, oversees recommendations related to OMA communications and member relations 
  • The Compensation Panel, in consultation with staff, oversees recommendations related to addressing OMA compensation issues 
  • Panel decisions will be made with full transparency and will be shared with the Working Groups and the Priority and Leadership Group through a regular reporting process 
  • The Panels will not duplicate the work of any OMA existing Committees, Task Forces and Working Groups

3. Specific Duties and Responsibilities

Consistent with its role, the Panels will have the following duties and responsibilities:

  • Establish Working Groups based on priority issues identified by the Priority and Leadership Group and/or the Board of Directors 
  • Clearly document the mandate and time frame for each Working Group created
  • Review all recommendations coming from Working Groups
  • Ensure that recommendations from Working Groups have followed an accepted process and are:
    • Based on available evidence and best practices 
    • Solutions-focused  
    • Ready for discussion and/or decision
    • Include appropriate member input and involvement of members, stakeholders and Constituency Groups during the policy development process 
  • Assess recommendations from Working Groups as either:
    • Ready to move forward to Board of Directors, or
    • Requires additional work by the Working Group
  • Provide input into the OMA’s strategic planning process as requested by Board and/or CEO   
  • Communicate with other committees and task forces as required
  • Provide reports to the GASC, the OMA Board of Directors, and the General Assembly on a regular basis
  • Share relevant information with the Board and advise on emerging issues and policy issues 
  • Monitor progress in achieving the Panel’s goals and participate in a self-assessment of the Panel as requested by the GASC

4. Structure of the General Assembly Panels

  • There are three General Assembly Panels — Issues & Policy, Compensation, and Advocacy
  • The Panels are small, skills-based entities, representing a range of members 
  • Panels have 7 members
  • Members serve for two-year terms, with a maximum of six years of service 
  • The OMA’s Nominations and Appointments Committee supports the Panel’s candidate recruitment and appointment process 
  • Nominees come from Constituency Group Elected Leadership, including those on the Priority and Leadership Group 
  • Members of a Panel elect their Chair and Vice-Chair

General Assembly Steering Committee Charter

Purpose of this General Assembly Steering Committee (GASC) Charter

This General Assembly Steering Committee (GASC) Charter:

  1. Sets out the mandate of the General Assembly Steering Committee
  2. Sets out the specific responsibilities of the General Assembly Steering Committee
  3. Outlines the structure of the General Assembly Steering Committee

1. General Assembly Steering Committee Mandate 

The General Assembly Steering Committee (GASC) is an oversight committee that ensures the General Assembly, with its various entities, fulfills its mandate and functions effectively.  The GASC ensures that the General Assembly has clear and transparent communications, and that all entities, activities and processes adhere to the OMA governance policies and the General Assembly Charter.  

2. Specific GASC Responsibilities

  • The GASC oversees the overall performance of the GA and all its entities according to the OMA governance policies
  • The GASC oversees the development and implementation of a performance-management and self-evaluation system 
  • The GASC ensures that the work being conducted by the GA is consistent with its mandate, the overall vision and mission of the OMA, and adheres to OMA governance policies
  • The GASC ensures that the work of the GA, comprised of its Networks, Delegate Body, Panels and Working Groups, draws on available evidence and best practices, and remains high integrity and solutions-focused  
  • The GASC liaises with the OMA Board of Directors and the Governance and Nominating Committee (TBD GNC may change)
  • The GASC ensures that appropriate progress updates from Panels and Working Groups are provided to the Board of Directors 

3. Structure of the General Assembly Steering Committee

  • The GASC has 5 members, including a Chair and a Vice-Chair
  • The Chair and Vice-Chair can be nominated from within the GA Delegate Body or from the general membership and will be elected by GA Delegate Body 
  • The remaining three GASC members are elected from within the GA Delegate Body  
  • The terms for all GASC members are 2 years, with a maximum service of 6 years 
  • GASC members are voting members of the GA Delegate Body, except the Chair and Vice Chair who are non-voting 
  • The OMA’s Nominations and Appointments Committee supports GASC candidate recruitment
  • The Chair of the GASC sits as an ex-officio voting member on the OMA Governance and Nominating Committee 

General Assembly Working Groups Charter

Purpose of this General Assembly Working Groups Charter

This OMA General Assembly Working Groups Charter:

  1. Outlines the role of the General Assembly Working Groups
  2. Defines the structure of General Assembly Working Groups

1. Role of the General Assembly Working Groups

The majority of General Assembly activity will be concentrated within Working Groups.  Working Group recommendations will be reviewed by the Panels prior to being sent to the Board of Directors. Working Group members will:

  • Contribute consistently and meaningfully to the work of the General Assembly  
  • Support the advisory function of the General Assembly  
  • Constructively engage with fellow General Assembly Working Group members, Panel members, the General Assembly Delegate Body, and Constituency Group Elected Leaders as required to fulfill their mandate

Working Groups will work closely with OMA staff to: 

  • Develop Working Group goals and action plans according to the mandate and time frames assigned by the Panel 
  • Determine the stages of the project at which the Constituency Groups and relevant parties will be consulted 
  • Prepare policy positions and recommendations that ensure adequate input from constituencies and that are based on available evidence and best practices 
  • Review information, data sources, and methodology and receive regular updates on the progress of research activities 
  • Provide guidance/direction to consultants/staff and as needed
  • Define metrics that will demonstrate the degree to which the issue has been successfully addressed  
  • Ensure no overlap with any work already being undertaken
  • Meet on a regular basis as needed

2. Structure of Working Groups

  • Working Groups are convened as required by the Panels 
  • Working Groups benefit from the presence of experienced physicians who may be subject matter experts, along with a diverse group of members who have an interest in or curiosity about the subject of the Working Group.  Not all Working Group members need to be established experts
  • The size of Working Groups is determined by the Panels, and will not exceed 7 people 
  • Any member in good standing with the OMA may apply for Working Group appointments  
  • The OMA’s Nominations and Appointments Committee supports the Working Group candidate recruitment and appointments process
  • Members of the Working Group elect their Chair and Vice-Chair 
  • When priority issues transcend more than one Panel, Bi-Panel Working Groups are established to generate recommendations 
  • Bi-Panel Working Groups advance their recommendations to dual Panels for review and acceptance
  • There will be no duplication of OMA Committees. OMA Committee/Task Force work that falls within the mandates of the Panels and the priorities set by the General Assembly Delegate Body may be transitioned to Working Groups of the General Assembly

By-laws

Overview of Proposed Letters Patent and By-Law Amendments – Video

In this video, Governance and Nominating Committee Chair Dr. Paul Conte and OMA General Counsel Adam Farber provide an overview of the proposed Letters Patent and By-Law amendments, article by article. They also highlight key information about the process the Board followed to make these recommendations.


Proposed OMA By-Laws and Letters Patent Amendments

Board approved by-laws and letters patent revisions for confirmation by Council. These revisions will provide the core governance structure to enable GT20’s recommended transformation changes.

Download the Proposed OMA By-Laws and Letters Patent Amendments (PDF)


Tracked Version of Proposed OMA By-Laws and Letters Patent Amendments

This tracked version shows clearly what is changing in the by-laws resulting from the governance transformation recommendations. 

Download the Tracked Version of Proposed OMA By-Laws and Letters Patent Amendments (PDF)


OMA Annotated By-Laws

This document provides summary notes and explanations of the policy development process associated with each component of the of the proposed by-laws and letters patent revisions.

Download the OMA Annotated By-Laws (PDF)

Governance Policy

OMA Governance Policy Manual

A centralized view of all governance policies that are active, under review, or in immediate development with associated timelines where applicable.

Download a Working Draft and Work Plan of the OMA Governance Policy Manual, November 2020 (PDF)