Board of Directors Election Process Update

As part of a process to enhance governance, Digital Health Canada is introducing a more structured, competency-based nomination and selection process that supports intentional Board composition, succession planning, and effective oversight. Instead of voting through an online candidate election, members will vote on a recommended slate of directors at the Annual General Meeting each June.

The fundamentals remain the same. Digital Health Canada members retain the right to nominate candidates and to vote on a recommended slate, and Directors continue to be elected by the membership.

There are two key reasons for this evolution. First, the health and digital environment in which Digital Health Canada operates has become increasingly complex, making intentional Board composition and succession planning essential. Second, this approach aligns with widely accepted governance best practices used by comparable national member-based associations.

As the industry grows and the association matures, it is important to ensure that the composition of the board reflects a broad range of skills and perspectives to guide our work. In 2025, our members celebrated 50 years of digital health; let’s be ready to rally around what’s possible in the next 50 years.

ADDENDUM A – Article IX – Nomination and Election of Directors

A. PROPOSED – Full rewrite of Article IX

ARTICLE IX. NOMINATION AND ELECTION OF DIRECTORS

The Board of Directors shall ensure that a fair, transparent, and competency-based process for the nomination and election of directors is implemented and followed on an annual basis.

In fulfilling this responsibility, the Board shall:

a) determine the number of director positions to be filled and the competencies, experience, and perspectives required to support the effective governance of Digital Health Canada;
b) delegate responsibility for implementing the nomination and election process to a standing committee of the Board, established in accordance with Article VIII, and provide that committee with authority to further delegate specific tasks as required;
c) ensure that members are provided with the opportunity to nominate eligible candidates in accordance with these By-laws and Board-approved policies;
d) review and endorse a recommended slate of director candidates, having satisfied itself that the nomination process, including candidate assessment, was conducted with due process and integrity and in accordance with Board-approved policies;
e) submit the endorsed slate of candidates to the members for election at the Annual Members’ Meeting; and
f) approve and amend from time-to-time policies governing the detailed operation of the nomination and election process, provided such policies are consistent with these By-laws.

Directors elected by the members shall assume office at the conclusion of the Annual Members’ Meeting at which they are elected.

B. ORIGINAL Article IX

ARTICLE IX. NOMINATION AND ELECTION OF DIRECTORS

Section 9.01 Determination of the Number of Directors

At least ninety (90) days prior to the Annual Members’ Meeting, the Board shall pass a resolution determining the number of directors that will be required by the Board for the upcoming year. If no such steps are taken to pass such a resolution, the Board will consist of the same number of directors as in the prior year.

Section 9.02 Board Development Committee
a) The Board shall appoint a committee dedicated to overseeing the nomination and election of directors and such committee shall be referred to as the Board Development Committee (hereinafter referred to in Article 9 as the “Committee”) comprised of at least three (3) members of DIGITAL HEALTH CANADA in good standing along with the Past President who shall act as the chair.
b) Board members other than the Past President are not eligible to serve on the Committee.
c) The Committee shall be responsible for:
i. Confirming the number of director positions available for the Board for the upcoming year;
ii. Making a general call of the membership for nominees;
iii. Soliciting nominations of individuals who are qualified for the position of director and putting their names forward, with their written consent, for nomination for a position on the Board;
iv. Preparing a slate of candidates that represents the criteria for member representation of the Board in accordance with the policies and procedures as may be established by the Board from time to time;
v. Supervising the election process in accordance with these By-laws; and
vi. Providing a post-election report to the Board setting out the election results and providing comment with respect to the satisfaction of the Board policies and procedures concerning the fulfillment of the criteria for Board member representation.

Section 9.03 Nominations
a) Not less than ninety (90) days prior to the Annual Members’ Meeting, the Committee shall make a call for nominations to all members of DIGITAL HEALTH CANADA.
b) In addition to nominees identified by the Committee, individuals may nominate themselves or others on the form prescribed by the Committee and signed by at least three other members of DIGITAL HEALTH CANADA in good standing.
c) All nominations shall be submitted at least sixty (60) days prior to the Annual Members’ Meeting.
d) Any member of DIGITAL HEALTH CANADA, in compliance with Section 8.2 herein, is eligible to be elected or appointed as a director of DIGITAL HEALTH CANADA. Prior written consent of the member being nominated as a director is required.

Section 9.04 Acclamation
In the event that the number of nominations received equals the number of positions available, election shall be by acclamation.

Section 9.05 Election Procedures
a) In the event that more director nominations are received than positions available, an election shall be ordered.
b) The Committee shall, no less than thirty (30) days prior to the Annual Members’ Meeting, by mail and/or electronically provide a notice to the members setting out the election procedure, the procedure for the casting of secret ballots and the means of ballot collection and tabulation. The ballot, whether delivered by mail and/or electronically, shall clearly identify, in alphabetical order, the names of candidates for available positions and shall set out the number of directors to be elected for the available positions.
c) The Past-President shall, not less than ten (10) days prior to the Annual Members’ Meeting, appoint three (3) scrutineers from among the members who are not directors or candidates for election to the Board, to oversee the secret ballot tabulation prior to the Annual Members’ Meeting. The date of the deadline for the receipt of ballots and the ballot counting shall be determined by the Board prior to the Annual Members’ Meeting.
d) Each member shall have one (1) vote for each available position on the Board. Directors will be declared elected on the basis of a plurality of votes cast as verified by the scrutineers.
e) In the event that two (2) nominees shall receive the identical number of votes, and as a result, a final determination of the elected Board members cannot be made, the chair of the Committee shall randomly select the name of one (1) of the candidates by way of a draw, in the presence of the scrutineers, and that candidate shall receive credit for one (1) additional vote for the purposes of the election.
f) In the event that prior to the Annual Members’ Meeting at which the results of an election are declared as set out in paragraph g. below a nominee who would have been elected declines his or her election or otherwise advises DIGITAL HEALTH CANADA that he or she cannot assume office, or is otherwise unable to assume office, then the candidate who received the next highest number of votes shall be declared elected as a director.
g) The results of the election, or acclamation if no additional nominations were received in accordance with Section 9.4 hereof, shall be announced at the Annual Members’ Meeting and the new directors shall be deemed to be elected at the Annual Members’ Meeting
h) The duties and responsibilities of a director shall take effect at the close of the Annual Members’ Meeting at which the director was elected.

Download this information as a PDF. 

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Download a PDF of the Digital Health Canada Bylaws showing the revised Article IX.

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Q&A about the Special Members Meeting

1. What is a special members meeting? Special members meetings are unscheduled meetings called from time to time by the Board for a specific purpose. Special meetings usually address issues that need immediate attention.
2. Why are we having a special member meeting instead of waiting until the Annual General Meeting in June? The board would like to implement the change in advance of the next call for directors in late March.
3. What is the purpose of this meeting? The Board of Directors are seeking approval of a motion proposing a change to the by-laws, specifically to Article IX Nomination and Election of Directors.

Q&A about the proposed bylaw change

1. Why does the board want to make this change? The health and digital environment in which Digital Health Canada operates has become increasingly complex, increasing the need for intentional Board composition and succession planning. This approach also aligns with widely accepted governance best practices used by comparable national member-based associations
2. What exactly is changing? The board nomination and selection process is changing. Instead of voting through an online candidate election, members will vote on a recommended slate of directors at the Annual General Meeting each June.
3. What is staying the same? Directors continue to be elected by the membership. Members retain the right to nominate candidates and to vote on a recommended slate. Voting will take place online at the Annual General Meeting.
4. What are the benefits for me as a member? As a member, you will benefit from a Board that is intentionally composed to reflect the skills, experience, and perspectives needed to guide the organization responsibly. A structured and transparent nomination process helps ensure fairness, consistency, and confidence in the Directors elected to represent you.
5. How does this update improve elections? This update introduces clearer separation of roles and independent oversight, strengthening fairness and transparency. The Board Development Committee oversees the process and approves the slate and confirms due process has been followed. An ad hoc Nominating Committee, where established, undertakes candidate review and interviews. The Board reviews the approved slate before it is presented to members. This structure supports independence, fairness, and consistency.
6. What will the election process look like now? As is usual practice, a call for nominations will go out to all members March 20, 2026. Nominations will close April 17, 2026 and the Board Development Committee will ensure all submissions are complete. The Nominating Committee will create a short-list and begin candidate interviews before preparing a recommended slate. The Board Development Committee will approve and finalize the slate. On June 24, 2026, members will vote at the Annual General Meeting via electronic poll on the proposed slate.
7. How will diversity of perspective be ensured under this process? The Board Development Committee will establish director selection criteria aligned with Board needs. Wherever possible, candidates shall include representatives from across Canada. Digital Health Canada strives for diverse representation on the Board of Directors. The Board Development Committee shall always strive to ensure that there is no preponderance of one sector over another. Notwithstanding the above noted criteria, the Board Development Committee shall strive to ensure that the slate of candidates includes individuals experienced in the digital health sector and that they are individuals who can bring to the Board deliberations experience, and a variety of views. Wherever possible the Board Development Committee shall strive to attract candidates that have recent strong demonstrated volunteer contributions to Digital Health Canada.