In the aftermath of the Ontario Medical Association (OMA) Annual General Meeting (AGM), I expected the non-physician board directors to resign their roles immediately. I appreciate they have skills/experience that can provide valuable information to the Board. That is a good thing.
But at the AGM, it was made clear physicians don’t want them to have voting authority at a board level. Give advice? Sure. But have a significant block of votes that could sway a close vote at the board? 57% of physicians voted against that.



The OMA has taken a somewhat different approach, going by the exact legal letter of the motion as opposed to the spirit of the motion. Board Chair Sharon Bal announced that the three non-physician board directors would continue on until their terms ended, which in one case won’t be until 2028.
It’s disappointing to me that the integrity to do the right thing is lacking. Reminds me of how the executive at the OMA tried to stay on in the aftermath of the 2017 vote of non-confidence. At that time “only” 55% of Council voted no-confidence, which was short of the 2/3 majority. There too, it was arguably legally correct for them to continue, but wasn’t morally correct. (They eventually resigned a week later).
This mess made me review the Agenda and the minutes for the AGMs. In doing so, I noted something quite odd. The 2025 AGM Agenda did not have a motion to ratify board directors by the membership. The 2025 AGM minutes also show no election/ratification of non-physician directors occurred. Yet two non-physician board directors (Ms. Carpenter and Mr. Collie) were automatically reappointed by the OMA. Frontline physicians like myself were not given a choice on this. The 2026 AGM Agenda DOES have motions ratifying the election of all the physician directors, and the reappointment of the non-physician director (Ms. Quaglietta).
Wondering why the difference, I went and reviewed the Ontario Not-for-Profit Corporations Act (ONCA). I’m weird that way. Section 24(1) states,
“…at the first meetings of the members and at each succeeding annual meeting at which an election of directors is required, the members shall, by ordinary resolution, elect directors to hold office for a term …..”
Note the phrase, “the members shall, by ordinary resolution, elect directors.” There is no exception for reappointment, and no authority granted to the board to simply declare a director routinely reappointed. If there is a vacancy, the Board can, but doesn’t have to, appoint a replacement until the next AGM (Section 28). This was not the case for the OMA in 2025 obviously.
The other exception is…….ex-officio directors. Under section 23, paragraph 4, that states the bylaws of a corporation may provide for persons to be directors by “virtue of their office“. This is current legal term for ex-officio directors. Additionally, there is no requirement for ex-officio directors to vote at the Board, the bylaws can prevent them from doing so.
I confess to being very, very, very bitter and quite annoyed with OMA Legal over this. As mentioned previously, I had specifically demanded that non-physicians be ex-officio members of our board during the governance transformation process that began in 2019. I was repeatedly told by OMA Legal (and the consultants from SuccessMap) that “there was no such thing.” Both have clearly provided incorrect advice.
This annoyed me more, so I looked at the OMA bylaws. (I told you, I’m weird). Article 9.3.3 states:
” …after expiration of director term set out in section 9.3.2, all directors shall be elected to hold office for a two year term.”
The word elected appears without qualification and applies to all directors. There is no provision in the OMA bylaws permitting a board-managed reappointment track for non-physicians. This, of course, does not stop the board from seeking out candidates and somehow preventing other non-physicians from running like they seemingly did this year (they only presented one candidate for the position). But Members have to elect/ratify the candidate.
It’s unclear to me how the Board and their Chair could have allowed this situation to occur. The 2025 reappointments of Denise Carpenter and David Collie were inconsistent with ONCA and even inconsistent with OMA bylaws. Heck, article 12.1 of the OMA Bylaws identifies member election of the directors as a core member right. As a result, their re-appointment appears to be illegal.
Obviously, somewhere along the way, the OMA as a corporation recognized the error in 2025, as in 2026 they presented board directors for ratification at the AGM. This is a tacit admission of the OMA having failed to follow ONCA and OMA bylaws in 2025. But to my knowledge there has not been an “oops, sorry about that” email from the then Board Chair. Worse, the OMA has yet to remedy the 2025 error in the appointment of Carpenter/Collie, making it appear that they were trying to sweep this under the rug and hope nobody would notice.
What does this mean? I remember asking one of the OMA’s external legal counsels (obviously not OMA Legal) about a case that we were reviewing regarding validity of board decisions. That particular counsel suggested that if the appointment was done in good faith, and without being able to prove that there was malicious intent in any board decisions (apparently a very high bar), reversing or changing any decisions as a result of this would not happen. Similarly, attempting to remove board directors retroactively would be challenging.
That counsel told me there is a remedial path called curative ratification. The OMA could hold a special meeting of the members to ratify Carpenter and Collie and their two year renewal. However, considering the outcome of the 2026 AGM, and the revelation that the OMA has sat on this legal mistake with apparently no negative consequences to their legal team, I doubt this will happen.
Given all of this, probably the best way to fix this mess is for Carpenter and Collie to resign early, then have elections where physicians are chosen to replace them. (I would suggest Quaglietta should resign as well). This would remove the thorny issue of how legal their re-appointments were to begin with, and frankly do what they should have done in the first place.
Will the OMA do the right thing?



















