As the nonprofit sector endures ongoing changes in their environment, we鈥檙e being called on to work in new ways. Reimagining Leadership is a project exploring what the future possibilities are for leadership in the nonprofit sector by engaging with those who are approaching it in bold, and diverse ways.

91视频 is a rich tapestry of faces and languages that come from around the world. One of the oldest tongues spoken here is French 鈥� (尝鈥橝贵翱) represents this minority population. Founded in 1910, we advocate for Franco-Ontarian rights through programming, funding distribution, and lobbying for both the community and over 150 OSBLs (Organisme Sans But Lucratif, the French equivalent of non-profit organizations).

Being an organization with over a century of history means that some things work extremely well and others need to adapt to modern times, such as taking a co-leadership approach for the first time.

Centring the Franco-Ontarian community

Understanding the values of 尝鈥橝贵翱鈥檚 community was key to experimenting and creating buy-in for alternative leadership styles. Because we earned their trust, we were given the opportunity to try things out, eventually landing on the co-leadership model. This leadership style was a pleasant surprise for us; we didn鈥檛 know if it would work at first.

As Co-EDs, we balance each other out, a contrast of institutional and systems knowledge with operations, communications, and crisis management. These complementary skillsets help us to support the Franco-Ontarian community more effectively, while also co-managing a team that spans across the province. This lightens the load that each one of us would have had to carry solo, while also giving us more time to be attentive to individual staff needs.

The ideology of co-leadership extends beyond just us as Co-EDs. We are continually building trust in our team鈥檚 abilities by investing in team-building exercises and training. This gives everyone the skills to be coordinated in their efforts, as was the case during the onset of COVID-19 when it only took one day to get the organization back to full operation. Team-building also helps us to come together for initiatives across the province, like when we piled into a bus and hit the road for the Franco-Ontarian flag鈥檚 50th anniversary. This is important because we work in a hybrid way, between our office in Ottawa and remotely from all over 91视频. Even during events and retreats, teams feel unified as if they were working side by side on a daily basis.

As much as we believe in the power of collaboration within the organization, we also believe that connecting with outside partners is a powerful asset for the success of an organization. There is a tendency for Francophones to isolate ourselves within a Francophone bubble. To change this trend and create a supportive network, we are actively collaborating with partners, such as ONN, , and various francophone and francophile organizations across Canada.

Co-leadership into the future

The weight of an Executive Director is a heavy burden for a single person to carry and can lead to burnout and risk aversion. And without risk, innovation can be rare.

Creating a support system through co-leadership that reinforces the community and organization establishes a safety net 鈥� it provides a runway to experiment and manage surprises along the way. And helps us focus on the next big priority for 尝鈥橝贵翱: , which seeks to support the modern needs of the Francophone population. 

L’Assembl茅e de la Francophonie de l’91视频 will continue to be a unified voice for Franco-Ontarians for another century. And as more French-speakers are attracted to the promise of 91视频, we will be there to support them personally, professionally, and socially.

Related resources:

• Leadership transition pocket guide
• Leadership stories by:
  • ONN
  • Social Enterprise for Canada
  • Times Change
  • Association of 91视频 Midwives

As the nonprofit sector endures ongoing changes in their environment, we鈥檙e being called on to work in new ways. Reimagining Leadership is a project exploring what the future possibilities are for leadership in the nonprofit sector by engaging with those who are approaching it in bold, and diverse ways.

represents midwives across the province. As Co-Chief Executive Officers, we are upholding this legacy while redefining the way the organization approaches leadership to better reach communities and in parallel, engage in Indigenous governance processes with the direction of Indigenous communities. 

Through this lens, it was contingent on us to take a Two-Row Wampum approach. The Two-Row Wampum, also known as the , is a living treaty that informs how Indigenous and non-Indigenous peoples engage in relations, committing to move together in peace, friendship and respect. In this way, we’re focused on building a leadership model where non-Indigenous and Indigenous perspectives work together to confront the challenges that communities, health care, midwifery, families, and birthing people face. Both Indigenous and non-Indigenous people are responsible for upholding this treaty in relationship with each other.

The Guswendah Treaty as a leadership model

As Co-CEOs, we bring two perspectives to the AOM that represent the original people of these lands, with the oppression and reality of 91视频 as a colonial state.听Prior to applying for the Co-CEO position, we spent a weekend at Wasauksing First Nation at Ellen鈥檚 home to ground ourselves and see if this was right for ourselves and the organization.

There we saw lots of examples in the ecosystem, the environment, the waters, the sky and the land around us, working in collaboration. This is what ultimately led us to reinforcing our understanding that our collective experiences would serve the birthing communities with honour and dignity.

We have established our co leadership through the spirit of the Guswentha treaty. We have been establishing this commitment since 2014, and now have an Indigenous Midwifery team of 12, who are accountable to Indigenous Midwives in 91视频 through the Indigenous Midwifery Advisory Circle who  have mandated Indigenous senior representation with two board members.

Indigenous sovereignty in midwifery

Changing a system to prioritize Indigenous governance is not easy. The status quo is a colonial approach where everyone wants to be able to look at mostly pre-determined rules to direct every action we take. But we鈥檙e a living and breathing organization that must adapt with time. A promise like the Two-Row Wampum is foundational to our organization, and adaptable to our operations and governance. We are living representations of the Wampum; we embody it day-by-day through consistent conversation and open dialogue.

There are moments where it does take more time to come to final decisions. But really, what are we comparing this to? The results speak for itself and we鈥檙e seeing better decision making because of this.

Association of 91视频 Midwives: Birthing rights is a human right

We encourage organizations to take an approach that centres the voices of First Nations, Inuit and Metis people听 and not only brings voices to the table, but provides governance that shares power and decision making equitably. The land in which we live, situate ourselves and operate on is First Nations 鈥� and right relations with First Nations is key to the longevity of community serving organizations. The Two-Row Wampum approach takes courage for non- Indigenous people to embrace in their everyday lived experiences, as it is a relationship agreement that ultimately shares power and invites many voices into shaping the path forward alongside First Nations people.听

Ellen鈥檚 Oneida spirit name is “Kanikatsitsa”, which means “Little Flower”. Ellen shares that this name, given to her by Ray John, Elder now existing in the spirit world, from the Oneida Nation of the Thames is a deeply meaningful name that she attends to every day, learning how to apply it to her life experience, including thinking about how she can bloom new life into the nonprofit sector. 

We use the word Indigenous here as well as First Nations, Inuit and Metis, as we recognize language is always in transformation, and that most recently, Indigenous has been thought to be too broad, allowing those who are not First Nations, Inuit or Metis to use the term to their own benefit.

Related resources:

• Leadership transition pocket guide
• Leadership stories by:
  • ONN
  • Social Enterprise for Canada
  • Times Change
  • 尝鈥橝贵翱

Ontarians听are struggling to save for retirement 鈥� and听combined with a听broader affordability
crisis, these pressures are hitting the nonprofit sector especially hard.听Tighter budgets and fewer
resources mean retirement security often gets pushed to the back burner.听
听
The numbers tell a sobering story. According to the National Institute on Ageing, only 29% of
Canadians say they can afford to retire when they want to 鈥� down from 35% just three years
ago. For nonprofit workers, the reality is even more challenging.听
听
This is where comes in.听听
听
OPTrust Select is a defined benefit pension plan designed with nonprofits in mind 鈥�
professionally managed, affordable,听and recommended by ONN. It gives organizations听the ability to offer their staff something that听seemed听out of reach听to many: a high quality听defined听benefit听pension.听
听
One organization that has already seen the impact of offering听OPTrust听Select to their staff听is the听, which joined听in 2022.

Supporting frontline work in Toronto

WomanACT is a collaborative organization working to improve systems that respond to violence
against women in Toronto. Through research, coordination, and partnerships across sectors听鈥撎齣ncluding shelters, legal services, health care, and community organizations听鈥撎齏omanACT听helps strengthen the city鈥檚 response to gender-based violence.听
听
Like many nonprofits,听WomanACT听competes for talented staff in a sector where compensation
can be limited. Leadership began exploring ways to strengthen their employee value proposition
while continuing to听operate听responsibly within their budget.听
听
Their motivation was straightforward.

鈥淲e wanted to ensure that our organization was competitive with what other organizations are offering.鈥�

Offering strong benefits is especially important in the nonprofit sector, where employees are
deeply committed to their work but often face听less competitive听salaries than their for-profit counterparts. For听WomanACT, a pension was about more than just compensation听鈥撎齣t was also about organizational values.

鈥淚t matters for nonprofits because it signals stability, fairness and long-term commitment听鈥撎齛nd that鈥檚 important in a sector where salaries are often lower than for-profit counterparts.鈥�

Finding a pension that works for nonprofits

When evaluating pension options, the WomanACT team focused on a few key considerations:
affordability, administrative simplicity, and meaningful support for staff. 

For many smaller organizations, pensions can seem complex or expensive to manage. OPTrust Select was designed to address these concerns by offering a shared plan structure that minimizes administrative burden for participating employers.听
听
Ultimately, the听organization chose OPTrust Select because it aligned well with their needs and capacity.

A tool for hiring – and retaining – talent

Since joining the plan,听WomanACT听has already seen benefits when it comes to recruiting and keeping staff.听
听
鈥淚t鈥檚听made hiring a bit easier because candidates really notice when a nonprofit offers a pension. And for our current staff,听it鈥檚听given people more long-term security, which听definitely supports听retention.鈥澨�
听
In a competitive labour market听鈥撎齪articularly in specialized nonprofit roles听鈥撎齜enefits like
pensions can make a meaningful difference in how organizations attract and听retain听employees.听
听
Staff feedback has also been positive. According to the organization, employees appreciate
knowing their employer is investing in their future.听
听
鈥淪taff have been very appreciative and have a sense that the organization is investing in their future.鈥�

Changing perceptions about pensions

A common misconception in the nonprofit sector is that pensions are only feasible for large
organizations. WomanACT says their experience tells a different story.

鈥淧ensions听aren鈥檛听just for big organizations anymore. OPTrust Select was built with smaller nonprofits in mind, and the costs and administration are very manageable.听It鈥檚听actually one听of the easiest ways for a small organization to stand out and show staff听they鈥檙e听valued.鈥�

In addition to supporting recruitment and retention, the plan has also helped reduce uncertainty
about retirement planning 鈥� for both staff and leadership. 
 
With economic volatility affecting many sectors, the predictability of a defined benefit pension
can provide welcome reassurance.

鈥淗aving a pension in place makes the future feel more secure and has taken some of the guesswork out of planning for the future.鈥�

Building a stronger nonprofit workforce

At a time when retirement security feels out of reach for so many Canadians,听the experience of
WomanACT听shows that听nonprofits听can give your听staff听the retirement they deserve. The barrier is lower than听you think.听

WomanACT听understood that. And by joining OPTrust Select, they made something that is
increasingly rare for working Canadians 鈥� a stable, predictable retirement 鈥� a reality for their staff.听You听can do the same.

Organizations interested in joining OPTrust Select can learn more by contacting: 
Email: info@optrustselect.com | Phone: 416-681-3609

As the nonprofit sector endures ongoing changes in their environment, we鈥檙e being called on to work in new ways. Reimagining Leadership is a project exploring what the future possibilities are for leadership in the nonprofit sector by engaging with those who are approaching it in bold, and diverse ways.

What if the best form of leadership is to not have a traditional leader at all? No single person at the top, but rather a collective body that solves problems, approves budgets, and brainstorms strategic plans together? This is the case for us at , a grassroots movement-turned-agency that鈥檚 transforming the typical patriarchal power structure found in the nonprofit industry. Annually, we support 1,200 women in finding meaningful, dignified, and well-paying employment.

Often shortened to simply Times Change, we were founded on a revolutionary non-hierarchical model, abolishing top-down leadership, and instead opting to lead by collective decision-making. We take shared responsibility for the outcomes of our decisions, both good and bad, and lean on each other for support.

Life without an Executive Director (ED)

The responsibilities of a traditional ED are split amongst the Collective. We divide up the roles of an Executive Director amongst our frontline staff. For example, we have an Employment Counsellor, who’s also our Employment 91视频 Liaison, and an Education Counsellor who is our liaison with the United Way. Two other members of the Collective represent the organization at board meetings.

The Non-Hierarchical Model has also had a positive impact on funder engagement. This drives confidence as funders notice that each of the Collective members knows what鈥檚 happening at the agency level. They also get quicker responses from us, which helps build stronger relationships.

No silos in collective leadership

At Times Change, all voices are valued, regardless of tenure or past experience. Each of the ten members of the Collective 鈥� what we call full-time staff 鈥� are both frontline workers and  managers. Every member is on the ground and in management meetings, providing quicker responses to immediate issues, and higher levels of detail.

We鈥檙e often asked how we鈥檙e able to make decisions effectively and efficiently with so many leaders at the table. The thing is, we鈥檝e come up with a diplomatic system that works for us. This ultimately leads to increased buy-in and expediency as all members move forward in confidence. An example of this was during the pandemic when uncertainty affected many organizations. While some ED鈥檚 in the sector were burning out, we stayed resilient by sharing the load, and leveraging each of our individual strengths. Because of this, we were recognized with a leadership award for our effectiveness in navigating the pandemic.

Non-hierarchical systems and staff retention

Times Change attracts talent in all capacities, from staff to board to volunteers, with its radical leadership model, feminist positioning, and equity idealism. This has led to an ability to retain talent for years, even decades, despite the sector鈥檚 staffing crisis.

One of the success-factors for this high degree of retention is that we are clear in what we represent, leading candidates to easily envision if this model is right for them from the onset. We are also transparent about our wages, as every member of the Collective is paid the same. This level of equity is vastly unheard of but is indicative that we are sharing both labour and financial growth. 

By sharing leadership, labour, and wages, staff directly see their efforts flourish. We believe this is why Times Change has become a gold standard for staff retention in the sector.

The need for collectivism in leadership

Applying the lessons of a non-hierarchical model doesn鈥檛 mean an organization needs to adapt to it fully. Many organizations can benefit from implementing key components, such as creating safe spaces to share ideas, praising accomplishments, enabling transparency, building support systems, and empowering staff. Bringing multiple heads to the table adds so much value, it brings perspective, and keeps staff engaged. 

Innovative organizations need innovative solutions, and alternative ways of leading is how we鈥檒l get there. So, maybe it鈥檚 not about a leader, but rather a group of leaders that moves the sector further together.

Related resources:

• Leadership transition pocket guide
• Leadership stories by:
  • ONN
  • Social Enterprise for Canada
  • Association of 91视频 Midwives
  • L’AFO

As the nonprofit sector endures ongoing changes in their environment, we鈥檙e being called on to work in new ways. Reimagining Leadership is a project exploring what the future possibilities are for leadership in the nonprofit sector by engaging with those who are approaching it in bold, and diverse ways.

For over a decade, ONN has been a pillar in the provincial nonprofit community, working with and for the 58,000 nonprofits, charities, and grassroots organizations in 91视频. When our founding Executive Director (ED), Cathy Taylor moved to another opportunity in 2024, we recognized the chance to experiment, and try something new. So, while the organization searched for a permanent ED, we took on an interim co-ED model.

We were already in senior leadership capacities as Director of Strategic Communications and Initiatives and Director of Policy, so we blended our complimentary skills and expertise to keep things running smoothly. Though initially planned as a four-month stopgap solution, we’re still going strong 18 months in.

Double the leadership, double the expertise

When a longstanding leader like Cathy departs, it presents a natural opportunity to transform and adapt to new ways of working. Though different to what the organization was used to, this approach made a lot of sense with our extensive resumes in the nonprofit and public sectors. Plus, we get along really well!

Sharing the interim ED role was a “must” for us. Senior leadership can be isolating. It can lead to burnout. A lot of the folks in the sector are women, and from equity-deserving and equity-denied communities that are already facing systemic barriers to enter leadership roles. Being mindful of this, we knew that taking a co-leadership approach was the right path forward for us. We also knew that we would each still be leading our respective roles in the organization, with an already small team.

Yet, we didn鈥檛 have a blueprint for this leadership approach. So, we wrote up three tenets for us to lead by: meet every day, designate a mediator for when we need to ask for help, and do what鈥檚 best for the organization, always. This has helped us to come to quick consensus or navigate challenges efficiently. And it’s been successful for ONN. We are not just surviving but advancing and adapting our vital work while navigating some big social, economic, and political changes. This has shown us 鈥� and the rest of the sector 鈥� that untraditional forms of leadership are viable even if that means thinking outside the box. 

Crucially, reimagining leadership can help nonprofits retain staff, an increasing challenge in the sector. Talented passionate leaders are leaving nonprofits 鈥� and maybe sharing the load can help retain these incredible people while providing stability during transitions.

Building nimble nonprofits with co-leadership

We were able to transition into a co-leadership model thanks in large part to everyone around us. We’ve been lucky to have the support from our board, our staff, and our network to continue the work we do, and ensure that ONN thrives during this time.

As there have been seismic shifts in society, politics, and the way people are working, right now is the right time to explore different ways of leading. As co-EDs, we鈥檙e able to focus on our strengths and commit to creativity, innovation, and experimentation with new solutions to rising needs in the sector. For curious leaders out there, you won’t know what works for your organization unless you try. Maybe co-leadership is the style you鈥檝e been looking for.

Related resources:

• Leadership transition pocket guide
• Leadership stories by:
  • Association of 91视频 Midwives
  • Social Enterprise for Canada
  • Times Change
  • 尝鈥橝贵翱

As the nonprofit sector endures ongoing changes in their environment, we鈥檙e being called on to work in new ways. Reimagining Leadership is a project exploring what the future possibilities are for leadership in the nonprofit sector by engaging with those who are approaching it in bold, and diverse ways.

When I stepped into the CEO role at (SEC) in 2022, I was following a CEO that had been there for 30 years. SEC is a multi-service agency based in Newmarket that supports York, Peel, and Simcoe regions in a wide array of early childhood services, and support systems for immigrants and newcomers. Our work is vast. I knew I couldn’t do this alone, and I knew I couldn’t just fill her shoes. Adapting a “forest of leaders” approach, where leaders support each other, and come together to grow and problem-solve together, has transformed us into a more connected, and trust-centred organization.

Too often within our sector, we look at the CEO as having the answer for everything. But we need people with different skills and perspectives. Honouring the strengths of the SEC staff is what anchors our “forest of leaders” approach. Though I may be CEO, the whole team leads.

Leading with trust

Much like a tree needs soil, water, and sunlight, the “forest of leaders” approach requires healthy inputs for team members to thrive. All of our managers get together every other month to bring key information from their departments, and share what they’re thinking. These meetings have become a very interactive, co-creative, and generative time together. 

I find that this is contrary to the silo mentality that I’ve seen throughout the industry where people are not willing to talk and share. We also have monthly DEI (diversity, equity, and inclusion) meetings, further amplifying voices, and addressing problematic observations that frontline staff witness. 

Senior leaders are overworked in the sector, with many leaving the nonprofit world all together. This has left people worried for the future of the industry. No one likes speaking to a brickwall where feedback goes nowhere. At SEC, staff know that this is a safe space to share their experiences, and work together towards solutions.

Through it all, we stay focused on four core values: practicing kindness, finding solutions together, continuous improvement, and building trust. We also now regularly budget for training and coaching to grow in these areas.

Forest of leaders: We carry each other

With each passing day, I鈥檝e become a louder cheerleader for my team, reminding them that they鈥檙e capable through the organizational structures and support systems that we鈥檝e put in place. Leaders can trust each other to carry the organization when they鈥檙e away. This allows for vacations and wellness days without worry of departmental health or work piling up.

This way of leadership is the anchor that grows team members, much like a tree with strong roots bears an abundance of fruits. And just like trees, we鈥檙e at our best when we鈥檙e together as a forest.

Related resources:

• Leadership transition pocket guide
• Leadership stories by:
  • Association of 91视频 Midwives
  • ONN
  • Times Change
  • 尝鈥橝贵翱

Understand that these initial claims are often intended to intimidate you or at least bring you to the table to give them something for free without them having to incur the major expense of taking you to court. So take a deep breath and get into the habit of separating out the bluster and posturing from verifiable claims of fact and sound legal arguments of their implications. Focus your mind on the objective argument and try to tune the rest out. If there鈥檚 no sound basis behind what they鈥檙e saying, you have a lot less to be concerned about.

Step 2: Verify the facts

If the allegations someone is making have caught you off guard, then it is especially important to verify every detail of what they are claiming. Gathering detailed information (including exact dates and locations of events) complete with supporting documents will not only help focus you, it will make it easier, faster, and therefore cheaper to present your case to any lawyer you retain. It will also increase the likelihood that you鈥檒l get a clearer legal opinion faster from them if your counsel starts with a full picture of the situation.听

Step 3: Notify the board and relevant insurers

The board should be notified of any credible threat of or pending litigation. If gathering the facts does not entail a significant delay, being able to present them with a fulsome picture of the situation also helps ensure board decision-making is well-informed from the start.听

Additionally, depending on the nature of the lawsuit, this liability may be covered by your insurance policy. So review your insurance policy and if there鈥檚 a chance that it is covered by your insurer, get in touch. Insurers often have what鈥檚 called a 鈥渞ight of subrogation鈥� basically to take over the defence of a lawsuit so they can recover any costs for the damages they need to pay for.听

Step 4: Seeking and retaining the right legal counsel

Lawyers are expensive and if you do not have lawyers in your organization鈥檚 network it can be difficult to find pro bono support. However, the expense is more effective the earlier it is incurred in the process. For example, early advice on how credible the threat of litigation is can inform what level of organizational resources are directed to respond to it and avoid costly errors in communications. You may conclude you can simply ignore the threat or decide to indeed settle as soon as possible.

When it comes to choosing the right lawyer, Community Legal Education 91视频 developed that offers a general framework for vetting lawyers. Though the page is focused on transitioning to 91视频鈥檚 Not-for-Profit Corporations Act, the same principles can apply to other legal issues. In short, it is important that the lawyer鈥檚 fees are transparent, that they have the right values and approach that align with your organization, and have the relevant competence for the issue at hand.

Step 5: Giving instructions to your lawyer

Your lawyer will likely require that the board appoint one or more individuals who are empowered and trusted to act as point person (often appointed through a board resolution if the authority is not clear under some bylaw or policy) with the lawyer. This individual (or individuals) must have clear parameters around when they can give instructions to the lawyer and when they must seek broader board approval as well as how, when, and in what detail communications from the lawyer will be communicated back to the board as a whole.听

Especially if there are disagreements on the board or between board and staff about how to handle the litigation, having these systems in place will help ensure the nonprofit is taking a consistent and internally coherent approach to litigation.听

Step 6: Communicating during litigation

Often the biggest concern of nonprofits during litigation is the impact it will have on the nonprofit鈥檚 reputation. As such, having a clear plan for how litigation will be communicated about with the community is crucial. Often, if there is an outside party threatening or undertaking litigation, they may simultaneously be engaged in damaging communications on social media and traditional media. For this reason, while your lawyer may want you to minimize all communications about the litigation to mitigate the risk of prejudicing some claim in the litigation, you likely need to have a broader calculus in mind about the impact of failing to speak to certain allegations publicly. Engaging with communications staff and volunteers early and often as you discuss communications strategy with your lawyer will help you strike the right balance between legal and reputational concerns throughout the process.听

Step 7: Learn from the experience

As painful as litigation, or the threat of litigation, can be, it can also be a significant opportunity for your organization to learn and grow (especially if the claim against you has some basis). Documenting your processes as you go along for the future and improving your policies and practices to prevent the situation from recurring will help leave you better prepared.

Conclusion

We have only scratched the surface of this topic, but a few good principles can go a long way in helping to turn down the temperature during a turbulent time. If you are interested in learning more, consider viewing .

But what about the disputes that can鈥檛 be resolved? What about the divisions that run so deep and are so acrimonious, the most robust process in the world won鈥檛 get people to sit down together? It鈥檚 still possible for directors and officers to fulfill their fiduciary duties under these circumstances in a way that accounts for everyone鈥檚 interests whether they recognize it or not. 

I want to take a step back and reflect through the lens of corporate law what these governance disputes mean in our polarized world. After all, nonprofits are often referred to as 鈥渟chools of democracy鈥�, i.e. places where individuals learn the skills necessary to participate in public decision-making processes. As with any school, the habits we practice within them could reflect the pathologies or foster the kind of skills and attitudes so desperately needed outside of them.  

What are we doing here? Remembering the corporate purposes.

Those charged with responsibility for nonprofits (directors and officers) are required to first and foremost act in the best interests of the corporation. Courts¹ have said the best interests of a nonprofit is the accomplishment of its corporate purposes. Reasonable people often disagree over what these are. How are these disputes to be settled?听

The Supreme Court in the classic case said:

In considering what is in the best interests of the corporation, directors may look to the interests of, inter alia, shareholders, employees, creditors, consumers, governments and the environment to inform their decisions. Courts should give appropriate deference to the business judgment of directors who take into account these ancillary interests, as reflected by the business judgment rule.  The 鈥渂usiness judgment rule鈥� accords deference to a business decision, so long as it lies within a range of reasonable alternatives鈥�

Among other things, commentators have puzzled over: 

1. How could a board ever be held accountable if they can always fall back on one interest group or another with directly opposing views?
2. How could a board, in the pursuit of the corporation鈥檚 best interests, be required to consider groups who may have opposing interests of the corporation itself?

The conflict is the way

In the context of acrimonious and apparently unresolvable disagreement, the Supreme Court invites us to consider the following principles: 

1. Governance is an exercise of weaving together disparate interests towards a particular goal. Those with opposing interests are every bit as relevant as those who support your cause since they have the capacity to undermine your purposes. This doesn鈥檛 mean appeasement of every critic is necessary, it means an effective strategy must account for this opposition in its design. Alienating an interest group is not in itself a sign of governance failure, making decisions without accounting for an interest group鈥檚 perspective just because you disagree (e.g. the 鈥渄ifficult鈥� member) is by definition a failure. Put differently, the fact that a party will never be satisfied does not absolve an organization of its duty to consider them. For example, certain neighbours may not be pleased at a social service provider expanding its facilities; in order to win municipal approval, the social service provider may incur additional costs to install noise reducing fences. Though this doesn鈥檛 satisfy the oppositional neighbours, it clearly takes them into account.
2. The who matters as much as the what. Governance is not a science in the sense that a good governance process checks all the boxes of consulting all the relevant people to gather all the right data to discover the correct answer. In the absence of a marked defect in the process, (e.g. failing to consider a relevant interest-holder) a range of solutions will pretty much always be possible. Within that range is the space of a board鈥檚 discretion that no amount of expertise can settle. It鈥檚 a space filled by nothing else but the board鈥檚 collective judgment, so who鈥檚 at the table and, who they are accountable to, matters.
3. A decision must be made. The law assumes that a decision must be made because there is an underlying duty to move towards the purposes of the corporation. Making no decision at all due to a fear of acrimony or an inability to achieve sufficient consensus is treated for the purposes of corporate law as a decision in the sense that a board may be held accountable for any consequences of inaction.听

Conclusion: Conflict happens and that’s OK

The above principles explain why we cannot let polarization freeze us or ignore third rails if we know addressing them is vital to the mission. It also reminds us that everyone is part of the solution whether or not they like that solution. Governance practices aimed at eliminating conflict may mitigate some and hide the rest. 

鈥淒epolarization鈥� in the corporate law context means navigating towards our end goal cognizant of the reality of conflicts, minimizing unnecessary conflict, and taking principled positions on those we cannot minimize.听

1. Bloorview Children’s Hospital Foundation v. Bloorview MacMillan Centre, 2002 CarswellOnt 517, 22 B.L.R. (3d) 182, 44 E.T.R. (2d) 155, [2002] O.T.C. 108, [2002] O.J. No. 521 (Ont. S.C.J.) at para 32. 鈫╋笌