A Brave new world of governance

The LSO needs to consider revamping some traditions that no longer seem to fit with modern society.

Gary Goodwin

Asking for opinions on a particular topic can be fraught with risk, frowned upon and frivolously fun. The Law Society of Ontario opened up this path by requesting comments on a new governance model. Devoid of extraneous commentary like a grated carrot, I provided my own thoughts to its comments intake portal. I added the extraneous commentary grate peelings below, in addition to my main comments, including the ones with the little carrot-root hairs. Therefore, everyone, anyone that made it through the comments on the task force model may recognize the content there and the more airy style here.

 

The main topic appears to be that the LSO governance task force reports to Convocation. For me, convocation always took place in a heated auditorium during summer where your child (or significant other) received a diploma after several years of angst experienced by all those concerned.

However, in this case, Convocation refers to a meeting of the Law Society of Ontario’s board of directors — or benchers.

The LSO needs to consider revamping some traditions that no longer seem to fit with modern society. This includes “Convocation.” Few outside of the Ontario legal profession recognize this term, and I had to look up this obtuse reference. Convocation undoubtedly confuses the public and I suggested “board” instead. Although my alternative suggestion — Illuminati — sounds pretty cool, the description apparently carries substantial baggage.

 

A board typically evolves through a spectrum of different governance models depending upon the board’s range of experiences and resources upon which it can draw. Some smaller not-for-profits require very active boards since, with few staff members, the boards do most of the work and are very hands on in meeting the organization’s objectives. The LSO resides at the far end of the spectrum with a substantial number of professional dedicated staff members. A mature and highly evolved organization can then shift to a more hands-off policy and strategic planning model.

                                                                                         

The LSO’s task force begins its analysis with the overall purpose of the LSO having a duty to protect the public interest, to maintain and advance the cause of justice and the rule of law, to facilitate access to justice for the people of Ontario and to act in a timely, open and efficient manner. How does the LSO restructure to accomplish this? As a mature organization, the LSO’s most effective method would be for a smaller board to delegate most of the management to professional staff. Like any parent, you like to keep involved so that your child’s science project properly reflects your parenting skills. But, sometimes, you just have to let go.

 

Size of board

The terms of reference for a mature board includes developing or approving a set of objectives to meet its legislated requirements, a strategic plan to meet those objectives and a regular review on how the organization is meeting those objectives. An appropriately sized board for setting policy and making decisions involves about 20 individuals. Above this, you have the too-many-lawyers-spoil-the-cumulative-hours-billed-to-a-client scenario.

 

The director diversity and expertise required should once again fit in with overall purpose of the board. Professional paid staff would more efficiently deal with most of the specific functions. People accomplishing such tasks require a management structure to set objectives and timelines. This is difficult with volunteers who normally have other full-time positions. Volunteers just want to be free.

 

I recommended adding lay benchers to the mix. If one of the main purposes of the LSO involves serving the public, then the LSO board must include this market segment also. Including the public provides an objective assessment as to the board’s direction. Similar to when a vintage tune comes and you start a bit of air guitar and your teenager comes into the room, the objective perspective of what you are doing comes with public commentary. Sometimes, it’s brutally harsh.  

 

Having the treasurer lead the LSO also seems confusing. I recommended using the term “president.” Whenever the LSO treasurer appears in public, the public must be thinking that it was unfortunate that the LSO president could not find time to attend.

 

Definite terms allow for succession planning. A board with perhaps two terms of four years would be more than sufficient. Officers require longer-term limits to account for the additional time spent.

Some suggest that long-term board members retain institutional knowledge. However, the LSO should not be relying simply on individuals to maintain this history. The LSO requires an explicit strategy for recording, maintaining and accessing institutional knowledge. Capturing institutional knowledge ensures that this becomes explicit organizational knowledge. The appropriate use of technology disseminates this type of knowledge as required. Relying upon elders (and I include myself in this group) works — until it doesn’t.

 

Some might think the changes signal the end of lawyers’ ability for self governance. However, the LSO must take into account that things have greatly changed since 1797. (As an aside, I would note that the Illuminati began in 1776, which includes all the same digits with which the Ontario Law Society began with just the nine reversed and moved over. Just saying.) Ontario birthed substantially more lawyers since then and the LSO evolved to become a dedicated professional group to deal with lawyer and public issues. A smaller board does not signal the end of self governance.

 

Some might think that this governance initiative simply chips away at the board. Their argument appeared to be that the LSO either maintains the present board size or simply dissolves it completely. This on-the-horns-of-a-dilemma argument simply does not apply here since a board size of, perhaps, 20 optimizes decision-making, knowledge management and overall governance. Either horn does not necessarily impale you or pin you down to a certain figure. Alternatively, this may have been the slippery slope metaphor. Regardless, there are many options.

 

Suggestions that the board should be somehow in proportion to the size of the Ontario bar does not fit with acting in an efficient manner. Looking at British Columbia, its law society includes approximately 200 staff members and moe than 11,000 lawyers, while the LSO retains 600 staff members and more than 50,000 lawyers. When Abraham Lincoln was asked how long a man’s legs should be, he simply answered, “long enough to reach the ground.”

Therefore, board size does not have to be in proportion to the number of lawyers but rather a law society board should be large enough to deal with all of the issues and requirements to meet its objectives.

 

Focusing the benchers’ attention to setting objectives, developing strategic plans to meet those objectives and measuring attainment of those goals requires a smaller board. Form must follow function. Function must reflect the changes needed by an advanced technological society. Faxes for comments may be preferred by those adhering to historical tradition, so send those in as soon as you can.

 

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