I Have Some Info for You
Jeff and Vergil –
I have some info for you.
First, I spoke with the PDC today and they able to locate records of your old PAC. I have attached copies of Pharmacists of WA (Pharm PAC)’s
most recent registration form (C1) and last summary filing (C4). You’ll see they go back to 1997-98 of course. If this not your PAC, let me know.
The PDC recommends one of three courses:
1)If you would like to keep the same name for the committee, then you will need to file an updated C1 (officers, address, contact info, etc.) and C4 and it should report a “carry forward” transaction in ORCA for the balance of what remains in the PAC bank account. You will see from the documents attached that the last balance was $14,801.39. Certainly that number is different now but don’t get hung up on the discrepancies. Simply report the balance as it is today.
2)If you want to change the name of the committee,do the same as above but make sure the bank account name matches the PAC name.
3)If you would like to close the old PAC and create a new one let me know. That is easy to do as well.
All of this should be done from your PDC compliance professional.
Speaking of which, I had a couple people I used for day-to-day compliance work, but I am now down to one. His name is Tom Perry of Campaign Compliance Solutions: 253-988-2455;
I will have some other thoughts on structure and so forth Monday, and I am happy to answer any questions in the meantime.
Dan
Dan Brady
Attorney at Law
|206-228-1213
Good approach to bringing in the PAC committee via Governance Policy amendment.As far as limiting disclosure, the concern of course is the sometimes the process of interviewing candidates and the selecting who you are going to support can get “brisk”. So that is what I think you want to keep close to the vest. The actual vote to support or amend the recommendations of the PAC committee at the board isn’t that sensitive since you will be making contributions and endorsements public in any case.
Some organizations simply ask their PAC committees to not discuss their political support and analysis of candidates publicly and some ask people to sign a document that commits them to that. It’s up to you. Depends on what you think you need and the culture of your organization.
From: Vergil Cabasco [mailto:
Sent: Thursday, January 14, 2016 1:23 PM
To: Dan Brady <
Cc: Jeff Rochon <
Subject: Re: PharmPAC
Dan:
Thanks for the additional comments. Changes to WSPA's bylaws requires approval by the general membership. So we are concerned about timing, etc about getting the whole membership to approve a change to the bylaws. For this reason, we thought of changing the WSPA Governance Policy which would only require the Board to make changes. If the Board wants to add PHARMPAC as a "board committee", it can do so by the vote of the Board and reflected in the governance policy. We thought this would be more ofa streamline process.
I made the changes you recommended in your prior email, except for one. In your last email, you stated:
"In addition language limiting the disclosure of PAC committee deliberations, votes, recommendations, etc. to the outside world might also be desirable."
WSPA's bylaws states that Board Meetings are open to the public and all members. The Board can enter into "closed session" to discuss issues that are confidential or sensitive.
Article IV, Section 8 of the Bylaws.
All meetings of the Board of Directors shall be open to attendance by members and guests;
provided, however, that the Board may, without prior notice, move to closed session for discussion of
confidential or controversial issues. Final decisions on such issues, however, may not be made in closed
session.
Questions:
1. The Board will want to know why there is a need to include language limiting disclosure? (This will require a vote by the whole membership if the bylaws are amended).
2. Is "closed session" sufficient to discuss and make recommendations. Final decisions would occur after the "closed session" ended and a votes made.
3. How have other groups address this issue, especially associations?
Isee why there is a recommendation to limit disclosure, but I am trying to fit it in within the requirements of the bylaws.
Vergil
From: Dan Brady <
Sent: Thursday, January 14, 2016 11:54 AM
To: Vergil Cabasco
Cc: Jeff Rochon
Subject: RE: PharmPAC
Vergil –
One more thought: You might consider amending the bylaws to reflect the presence of the PAC committee. Doing so would give more formal recognition to that committee and its functions. Not required but it is often done in other organizations. Some organizations are particularly loathe to amend bylaws of course so it all depends on the organization and procedures entailed in doing so.
Dan
From: Dan Brady [mailto:
Sent: Monday, January 11, 2016 5:00 PM
To: 'Vergil Cabasco' <
Cc: 'Jeff Rochon' <
Subject: RE: PharmPAC
Hi Vergil -
I have reviewed this document and your concerns below and here are my thoughts:
Overall control of the PAC
You are correct of course that under the structure outlined here, the PAC is given discretion to make all decisions for the PAC, and no board approval, appeal, or interjection is contemplated. I would suggest that this is probably more power than you want to give the PAC committee if you would like the Board to have the ultimate say. I know of organizations that approach it both ways, either:
1.The PAC is almost a separate entity and makes all the political PAC decisions and manages its own affairs, OR
2.The PAC is merely a subcommittee of the board and makes recommendations to the board for political engagement, with the board making final decisions
I think given what I have heard from you, approach #2 is better. The downside is exactly as you identified, it takes more time and coordination. A PAC subcommittee will need to go through the process for deciding on a recommendation to the board for political engagement (endorsements, financial contribution, and how much $) and then the board must meet to formally adopte or amend that recommendation. Sometimes these actions are time sensitive. But if ultimate board approval and control is desired then there isn’t another way to get out of it.
I should mention there is no requirement to have a PAC board or committee: The WSPA Board of directors could make all decisions for the PAC. But usually having a committee brings more people and $$ to the process so that is often worth it.
These are big decisions – I have been around WA state politics long enough to know that sometimes a candidate will be really excited to get endorsed by the PAC of an important trade association (and of course word leaks to the candidate) but then the board gets leaned on by the other candidate and the board either reverses the decision of the PAC committee or nullifies it in some fashion. Things to watch going forward…..
Structure of PAC if the PAC is a subcommittee of the board of WSPA
I think the procedures outlined in the PharmPAC procedures document are mostly fine, subject to the issues I have discussed above. I note there is not any minimum financial commitment for a person to be a member of the PAC committee which is a little unusual. In addition language limiting the disclosure of PAC committee deliberations, votes, recommendations, etc. to the outside world might also be desirable.
Other thoughts
1.As far as who to list as officers of the PAC, I would only list Jeff and the Treasurer. If the PAC Committee or subcommittee is only making a recommendation then none of them would be listed as officers of the PAC. If the PAC committee does make the final decision, then listing the Chair and Treasure of the PAC would be appropriate. I would not list the entire Board of WSPA if WSPA makes the final call – just Jeff and the Treasurer.
2.Your PAC procedures are fairly detailed which is OK. If you are going to discuss notice for the purposes of meetings then I think you need to mention notice for the regular meetings of the committee. How soon do you have to give notice for those (1 week? 2 weeks?), is email notice sufficient (recommend yes). Also under “meetings” it says a simple majority is needed to conduct business. I assume this means that a majority of those present (which is a minimum of 7 under the quorum language) can conduct business. If I have this right I would be clear and add the words “of those present” after the word “majority”.
3.The procedures document mentions the word “distribution” in a number of places when describing contributing funds to political committees and/or candidate committees. I would in fact use the term “contributions” since that is a more accurate reflection of what is happening and is the term used in regulation.
4.Under the “Distributions….” Section, item #4 suggests that the Chair and Treasurer can make distributions between meetings. Again, does this mean political contributions? If so, can they authorize checks to be written outside of the process outlined in the procedures for deciding which candidates to engage with? This could give these two individuals enormous power. Perhaps the intent is just to give these officers the authority to write checks based on the decisions of the PAC (or the WSPA board, see earlier discussions). If so, then it needs to be more clear.
Happy to discuss further.
Dan
Dan Brady
Attorney at Law
|206-228-1213
From: Vergil Cabasco [mailto:
Sent: Monday, January 11, 2016 11:11 AM
To:
Cc: Jeff Rochon <
Subject:PharmPAC
Happy New Year. Attached is a draft of PharmPACprocedures that we hope to present to the BoD at the end of January retreat.
I looked at the 1994 PharmPAC bylaws and modified it to what we need now. The general concept is to establish a PharmPAC as a "board committee"under WSPA per the association's Bylaws and Governance Policy. The attached PharmPAC procedures reflect theoperating guidelines for the committee.
We would like you to look at our draft's PharmPAC structure. As currently drafted, we have an 11 voting member PharmPAC with 2 board of directors as required by the bylaws, and2 members from the LEG Committeeto ensure continuity between the LEG and PharmPAC.The officers of PharmPAC includes the Chair, Treasurer, and Secretary. We want to know the following:
1. We want to ensure that the BoD retains as much control as possible. Are there anything missing in the procedures that other organizations are doing?
2.PharmPAC committee makes the decision but does not need the BoD approval. Is that common or should that change to require BoD approval (e.g., it may take more time)?
3. We purposely have the LEG Committee Co-chairs serve on PharmPAC. Are there reasons to do so OR not to do so? Will this create problems with transparency (e.g., the LEG Committee co-chairs also participating in the PharmPAC?
Most likely, PharmPAC's officers will be listed on the PDC forms as decision makers.
We want to present the BoD with an option to add PharmPAC as a committee of WSPA. Overall, is there anything missing in PharmPAC's procedures? The BoD will still have to make a decision on whether to proceed or not. If it chooses to proceed, then it will need to decide on the structure of PharmPAC.
Vergil