Ahead of an Extraordinary General Meeting to oust her from the college leadership, embattled RACP president Professor Jennifer Martin defends her board’s record and warns members: without governance reform, regulators, not members, will decide the college’s future. Please note, this story was published prior to the EGM. Read our coverage of the meeting here.

When I accepted the role of president, I did so because I felt the RACP desperately needed change.

I believe deeply in this college and in what it represents.

Over the past year, that belief has been tested infinitely more than I expected, based on my experience of usual behaviour and performance on boards, known legal duties of directors on boards, and the critical need for the RACP to address its board governance.

This board made a commitment to constitutional change which would have updated our governance to stop politicisation, personality conflict and agendas interfering with the core business of the college, which unfortunately has been a constant for decades.

Needless to say, the board did not expect any of its own directors to publicly campaign against the board resolution to recommend change, change that had been advised for at least six years earlier by regulators and subsequently by governance advisors.

It did not expect board processes to be contested publicly, including through media engagement and the publication of confidential documents designed to protect staff and governance integrity.

In addition, there have been repeated extraordinary general meetings.

Legal proceedings in the Fair Work Commission were initiated and ran for many months, affecting how the board could communicate with members, before being withdrawn, alongside a number of complaints to external regulators.

There was then a vote of no confidence by the board in the president-elect, the future chair, followed by multiple board resignations over the following month.

The scale of conflict has surprised many of our members and colleagues across the health system. The effect on directors and employees is now well documented. It adds further weight to the need for constitutional change to occur.

That undermining of board governance by politics is the long-term reality of the RACP. And it is an extreme example of the difficulties boards of membership organisations can have if fiduciary duty to the company is not understood.

But it is not the whole story.

Despite extreme conflict and disruption, I am incredibly proud of the staff and leadership who have managed to not only continue core work of the college, but in many areas, it has substantially strengthened.

Tragically this has been understandably overshadowed by the board conflict and so I want to pay tribute to the leadership team who have done amazing work to improve core business despite the chaos.

Despite that enormous progress, we still face a deeper problem.

The dysfunction that has played out publicly at the top of the college did not begin this year. It has been building for more than a decade.

It is not simply about disagreements between individuals. It is about how our governance system operates.

Over that time, informal influence and factional dynamics have at times quietly operated alongside formal governance structures.

These dynamics can make it harder for decisions to be tested where they should be, in the boardroom, based on evidence and duty, and instead see them contested through campaigns, petitions, media activity and legal escalation.

Over recent months alone, repeated extraordinary general meetings have cost in the order of $200,000 each, consuming close to half a million dollars of members’ funds in a short period of time.

Legal proceedings have extended over months, in some cases years, requiring extensive hearings and generating very significant additional cost, all requiring money that could be supporting training, education and member services.

At the same time, our current governance model and constitution has not been strong enough to contain this behaviour.

These reforms were put to members and they were not supported. That is the reality of a democratic organisation where members have the right to decide.

But those decisions have consequences.

At some point, external intervention does not just become more likely. It becomes inevitable.

In her letter to the RACP following our request for intervention, the ACNC Commissioner said, “…rather than considering whether it may be possible for me to suspend or remove Responsible People from the college’s board, at this time I am of the view that it is more appropriate for the college to engage directly with its members…”

I emphasise three pertinent words “…at this time…”

Regulators do not intervene in organisations that are functioning well. They intervene where governance has broken down.

And if that happens, members will not gain more control over their college.

They will lose it.

That is the paradox we must confront; the choice before us is not, as some in the college have successfully campaigned on, between democracy and governance.

As I approach the end of my presidency, that is the issue I believe matters most.

Not the personalities involved. Not the disputes that have dominated attention. But the structure and future of the institution itself, and the ability of members to stand up for their organisation and support the changes that are needed to protect it.

We have built something of real value.

The question now is whether we are willing to protect it.

Professor Martin is president of the RACP and director of the Centre for Drug Repurposing & Medicines Research at the University of Newcastle.