Board of Trustees FINAL
July 17, 2015
Page 1 of 9
Board of Trustees
July 17, 2015
Pennsylvania Dental Association Central Office
Harrisburg, Pennsylvania
Present Consultants/Staff/Guests Present
Dr. Charles J. Incalcaterra (2) Camille Kostelac-Cherry, Esq., CEO
Dr. Eli Stavisky (3) Leo Walchak, CFO
Dr. Frederick S. Johnson (4) Mary Donlin, Director of Membership
Dr. James M. Boyle III (5) Rebecca Von Nieda, Director of
Dr. Nicole M. Quezada (6), Secretary Meetings and Administration
Dr. Cynthia A. Iseman (7) Marisa Swarney, Director of
Dr. Theodore J. Rockwell (8) Government Relations
Dr. Joseph E. Ross (9) Rob Pugliese, Director of Communications
Dr James A.H. Tauberg (10) Charles McElwee, GR Coordinator
Dr. Wade I. Newman, President Barbara Mladenoff, Executive Assistant
Dr. Herbert L. Ray, Jr., President-elect Dr. Thomas W. Gamba, First District Proxy
Absent Limited Attendance – Conference Call
Dr. Anand V. Rao (1) Thomas J. Weber, Legal Counsel
Dr. Samuel E. Selcher, Treasurer
Dr. Andrew J. Kwasny, ADA Trustee
Dr. Bruce Terry, PDJ Editor
Call to Order
The meeting was called to order at 1:26 p.m. by Dr. Wade I. Newman, president.
Approval of Proxy
The PDA and the board president were informed the first district was sending a proxy and that Dr. Thomas W. Gamba would act as proxy for Dr. Anand Rao (1).
The board discussed the proper procedure to designate a proxy for a trustee for a Board of Trustees (BOT) meeting. The trustee should contact either the CEO or executive assistant informing PDA of the absence. Notification naming the proxy is required from the trustee’s district. In cases where there is another sitting board member from the same district, the BOT may approve that individual as the proxy for the absent trustee. A vote to accept a designated proxy can take place on the social network.
Resolved: That Dr. Thomas W. Gamba be seated as proxy for Dr. Anand Rao,
07/15BT05 first district trustee.
(YES: 2, 3, 4, 5, 6, 7, 8, 9, 10) (ABSENT: 1, 6)
The board discussed the voting eligibility of proxies and new trustees. New trustees are ineligible to vote until completing a board orientation session as required per board resolution 06/14BT15. The board orientation session is usually held soon after the annual meeting but is dependent on the availability of the new trustees.
The proxy trustee receives a copy of the service letter materials from the executive assistant once the PDA is informed. The trustee who requires a proxy should also supply background information on the issues and follow up with the proxy after the meeting.
After discussion, the board passed the following resolution:
Resolved: That any district may appoint a proxy for its absent trustee but voting
07/15BT06 rights are granted only to those proxies who have completed the board orientation or who have served previously as a PDA board member.
(YES: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10) (ABSENT: 6)
Approval of Record of Electronic Votes
There was a brief discussion on why the board has to approve its electronic votes.
Dr. Newman informed the board the electronic votes are not considered official under state law until the board meets and approves the votes in person.
The board was reminded the minutes only need approval by a majority vote of the board, and are reviewed by the board secretary, legal counsel, and CEO before posting. As part of the transition, all retiring trustees should discuss the minutes with the incoming trustee.
The board unanimously approved the Record of Electronic Votes from April 7, 2015 to June 30, 2015. (BOARD ACTION)
State Board of Dentistry Candidate Protocol
Ms. Kostelac-Cherry explained the protocol of how candidate names are forwarded to the State Board of Dentistry (SBOD). The PDA maintains a list of potential candidates to consider when a vacancy exists. The nominees are submitted to the PDA by the districts. When an appointment becomes available, PDA and its lobbyists will recommend a candidate from the list that fits the demographic the governor is seeking. If no preference, PDA pushes for the strongest candidate on its list after consultation with the PDA president and/or the board.
The board expressed concern over self-nominated candidates who bypass their districts. The districts often know the individual by reputation and character more than the trustees. If any PDA dentist is interested (self-nominates) in serving on the SBOD, they should have district and board approval. The board directed the following be included into the State Board of Dentistry candidate protocol:
· The board directed district nominees for the SBOD to submit a resume/CV to be considered for BOT support. 07/15/BTDA01
· The board directed that candidates who self nominate for a SBOD appointment must obtain the support of the district before being included on PDA’s candidate roster. 07/15/BTDA02
The board will not entertain letters of recommendation from self-nominated candidates who do not have district support.
Dr. Matta Nomination to State Board of Dentistry
The board discussed the nomination of Dr. Andrew Matta to serve on the SBOD. The board directed a letter be written informing Dr. Matta that PDA policy for SBOD candidate nominations must be submitted through the district to be included on PDA’s nominee roster. 07/15BTDA03
Active Life Membership Dues
Dr. Ray forwarded a motion from the Council of Presidents (COP) to increase active life membership dues. Background information on the resolution shows an increasing percentage of PDA members are migrating from active member status to active life member status. With the aging baby boomers, a growing number of members are paying reduced dues while receiving the same benefits of membership as those paying full active dues. The board was reminded the former House of Delegates reviewed and rejected this resolution twice.
After discussion on the merits of a dues increase and the solvency of PDA, the board considered the following motion:
Resolved: That PDA Bylaws Article 2.0, Annual Dues and Special Assessments,
Section 2.2 be amended as follows: Life Membership Dues for members who derive income related to dentistry shall be 50 75 percent of active membership dues and 50 75 percent of special assessments.
By a vote of 6-4-0, and not having achieved a two-thirds vote, the resolution failed.
(YES: 1, 2, 5, 6, 8, 9) (NO: 3, 4, 7, 10)
Past Presidents Serving on Council of Presidents
Dr. Ray presented a proposal from COP to add the three most recent PDA past presidents to COP as non-voting members. After a discussion, the general consensus among the board was that COP needs to operate independently and without involvement by past board presidents.
It was suggested that the lack of engagement on COP may be due to the size of the council. The original proposal establishing a COP included only district presidents on the social network. There was an amendment by the House of Delegates to include the district presidents, presidents-elect and local presidents. The larger size of the COP makes it difficult to have open and effective communication.
By a vote of 1-9-0, the board rejected the resolution to add the three most recent PDA past presidents to COP as non-voting members.
Resolved: That the three most recent PDA past presidents be added to the Council
of Presidents as non-voting members.
(YES: 10) (NO: 1, 2, 3, 4, 5, 6, 7, 8, 9)
Non-Member Logo Use Issue
Ms. Mary Donlin provided the background on the issue of non-member logo use. The Ninth District conducted a pilot program to contact two non-members who have included the ADA/PDA logo on their website. PDA sent a letter to the two Ninth District non-members asking them to reinstate their membership or remove the ADA/PDA logos from their website. A second letter with slightly stronger language was also sent. Unfortunately, neither non-member complied with the request to join or remove the ADA/PDA logos.
Mr. Tom Weber agreed to send a letter informing the non-members that they should immediately remove the ADA/PDA logos and that continued use of the logos could be viewed as (a) deceptive advertising by the Pennsylvania State Board of Dentistry; or (b) infringement of federal copyright laws. Violators can be threatened with legal action and fines. The cost to initiate action in federal court for copyright infringement is estimated at $5,000. Under copyright law, PDA would be entitled to compensation and recovery of attorney fees.
The board inquired what action the SBOD would take upon receiving notice of deceptive advertising. Mr. Weber explained the SBOD is required to follow up on any complaint received. An investigator is sent out to determine why the individual feels entitled to use the ADA/PDA logo. The investigator will report back to the prosecuting attorney and a determination will be made. The SBOD could send a letter to stop using the logo or face fines anywhere from $1,000 up to $10,000.
Dr. Newman informed the board the ADA would join in a lawsuit if PDA pursues the copyright infringement.
The board directed Mr. Weber to send a letter to all violators informing them that the PDA is prepared to take legal action for deceptive advertising and copyright infringement for use of ADA/PDA logos by non-members and/or make a report to the SBOD. 07/15BTDA04
PDAIS Bylaws Approval
Mr. Tom Weber reported on the changes to the PDAIS bylaws. The changes made to PDA bylaws necessitated changes to PDAIS bylaws. The PDA board now votes the one share in PDAIS held collectively for PDA members. The change in the PDAIS bylaws would require the PDA board to have a 70 percent vote to make decisions as opposed to two-thirds of the House of Delegates.
The board discussed the 70 percent voting provision. Because PDA bylaws call for a two-thirds vote, the board prefers that the PDAIS bylaws reflect the same. The board directed Mr. Weber to amend the PDAIS Bylaws, Section 8.08, Amendment of Bylaws, from a 70 percent vote to two-thirds vote. 07/15BTDA05
The board unanimously approved the PDAIS bylaws revisions as amended.
Resolved: That the PDAIS bylaws be approved as amended.
07/15/BT07
Legal Update
Mr. Weber will attend the legal workshop as part of ADA Management Conference Week in Chicago. A report will be provided to the board on topics covered and issues raised. 07/15BTDA06
Mr. Weber reported that the Pennsylvania Society of Oral and Maxillofacial Surgeons (PSOMS) approached him to represent its interests on a non-retainer basis. As individual issues arise, Mr. Weber would act as legal counsel to address the surgeons’ questions. PSOMS was advised that if a perceived conflict occurs between the oral surgeons and PDA dentists, Mr. Weber would recuse himself from representing PSOMS and PSOMS would have to waive any claim of conflict so that Mr. Weber’s representation of the PDA would not be impacted. Mr. Weber assured the board there is no conflict of interest known at this time and that PDA has priority. Mr. Weber also indicated that if an issue presents itself that raises a question of a potential conflict he will notify the PDA CEO immediately.
The board determined it does not have issue with Mr. Weber representing the oral surgeons as long as PDA is able to approach Mr. Weber when a potential conflict of interest is questioned.
Funding for Quarterly Council of Presidents Conference Calls
Dr. Ray forwarded a request from COP for funding of quarterly conference calls. The COP found the conference call held in 2015 to be informative.
The board discussed the cost of conference calls for COP. The proposed costs are based on having 20 members (the president and president elect of each district or their designee), two staff members and PDA President Elect to conduct COP business through conference calls. The board unanimously approved creating a line item in the PDA budget for COP to hold up to four conference calls per year.
Resolved That a line item be added to the PDA budget for the Council of
07/15/BT08 Presidents to hold up to four conference calls per year, at a total
cost of $2,576 for 2016.
Post Board of Trustees Meeting Minutes to COP Library
Dr. Ray forwarded a request to have BOT minutes posted to the COP library. The board discussed the request and the impact on PDA staff. Because the board minutes are already posted on the members-only section of the website, it would be redundant to post on the COP or other advisory group social network.
The board directed members of COP to log on to the PDA members-only website to access the BOT meeting minutes. 07/15BTDA07
Executive Session
The board went into a brief executive session to discuss Mr. Weber’s representation of the Pennsylvania Society of Oral and Maxillofacial Surgeons (PSOMS) and PDA staff changes.
PDA Campaign Guidelines
Ms. Kostelac-Cherry explained PDA’s past practice on campaigns for PDA office. Candidates for election (contested/non-contested) distributed printed materials to the voting body. Candidates would request permission to appear at district meetings to campaign for votes. Some candidates requested an electronic roster of a particular district's members in order to follow up such a visit. If a candidate was in a contested election, BOTH candidates received the requested roster. In all cases, PDA staff was prohibited from any involvement in elections of any kind.