Omni Bedford Springs Resort

Board of TrusteesFINAL

April 15, 2016

Page 1 of 8

Board of Trustees

Pennsylvania Dental Association

April 15, 2016

Omni Bedford Springs Resort

Bedford, Pennsylvania

PresentConsultants/Staff/Guests Present

Dr. Anand V. Rao (1)Camille Kostelac-Cherry, Esq., CEO

Dr. Eli Stavisky (3)Barbara Mladenoff, Executive Assistant

Dr. Frederick S. Johnson (4)Thomas J. Weber, Legal Counsel

Dr. James M. Boyle III (5)Dr. Bruce R. Terry, Incoming President-elect

Dr. Nicole M. Quezada (6), SecretaryDr. Matthew A. Zale, Trustee-Elect (3)

Dr. Cynthia A. Iseman (7)Dr. Maria J. Tacelosky, Trustee-Elect (4)

Dr. Theodore J. Rockwell (8)Dr. Sam Mansour, Trustee-Elect (9)

Dr. Joseph E. Ross (9)Dr. Andrew J. Kwasny, ADA Trustee

Dr. James A.H. Tauberg (10)

Dr. Wade I. Newman, President

Dr. Herbert L. Ray, Jr., President-elect

District Proxy

Dr. Bruce R. Terry, Second District Proxy

Noon Arrival

Dr. James M. Boyle III (5)

Absent

Dr. Charles J. Incalcaterra (2)

Dr. Samuel E. Selcher, Treasurer

Call to Order

The meeting was called to order at 10:02a.m. by Dr. Wade I. Newman, president.

CDCA Update

Dr. Stavisky provided an update on the Commission for Dental Competency Assessments (CDCA) decision to allow foreign dentists to take the CDCA-NERB exam in Jamaica and South Korea. The decision to allow these foreign-trained dentists to take the CDCA exam creates a situation that conflicts with Pennsylvania dental law regarding graduation from a Commission on Accreditation of the American Dental Association (CODA) accredited dental school. A simple amendment to the Pennsylvania Dental Practice Act is all that would be required if initiated on behalf of foreign-trained dentists.Dr. Stavisky cited examples from other medical fields that have expanded requirements to allow lesser-trained, mid-level professionals to practice and the impact it has had on the medical field.

The letter written by Mr. Tom Weber stated PDA’s concerns that the expanded certification outside of the United States left state dental boards susceptible to claims that licensure is required for someone not otherwise meeting the educational requirements of the Dental Act, namely graduating from an ADA accredited dental school. The letter was presented to the executive committee of CDCA but was not allowed to be presented at the January 2016 CDCA meeting; however, the exam in South Korea has been placed on hold.

The board discussed the ADA’s involvement and backing of the CDCA exam policy along with the political correctness environment of other states’legislatures. The board agreed that any further actions taken by PDA needs to be backed up with facts, statistics, science, and/or medical practice.

The board acknowledged the mid-level issue is a concern and PDA is monitoring the issue to spot trends and potential problems. The PDA government relations staff is attending planning meetings of the Pennsylvania Coalition on Oral Health (PCOH) workforce summit and is watching on-going developments. Public health hygienists are pushing for expanded practice and are using the PCOH and State Board of Dentistry (SBOD)to push for mid-level providers.

The board was encouraged to use Dr. Stavisky as a consultant on issues dealing with the SBOD.

Membership Summit

Dr. Ray provided the board with details on the Membership Summit, which is designed to gather volunteers and leaders from across Pennsylvania to discuss PDA member needs and expectations. This eventwill consider ideas and programs/services specific to the various state geographic areas and that are of value to PDA members. Both the New Dentist Committee and the Membership Committee will hold their regular meetings in conjunction with the Summit.

This event will recoup some of the $2,925 penalty incurred with the cancellation of PDA Day on the Hill, which was to be funded with PAC soft dollars. The Membership Summit expenses are not covered by the 2016 PDA budget and PAC soft dollars cannot be used.

Attendees will be responsible for their own non-reimbursed travel. Membership Committee and New Dentist Committee members are budgeted already for regular meeting costs in 2016. Therefore, the costs to PDA would include the meeting space, food and beverage costs, and additional costs for overnight accommodations as defined by the PDA Finance Policy.

The board discussed the potential return on investment and the relationship to the strategic plan with a tie-in with member needs. The meeting will be facilitated by
Dr. Ray andMs.Kostelac-Cherry in an informal environment to allow more involvement of the new dentists. The board is encouraged to attend along with members of the Council of Presidents.

The board was concerned that the initial funding request of $3,000 was insufficient, and voted 9-0-1 to amend the funding amountfor the summit from $3,000 to $5,000.

(YES: 1, 2, 3, 4, 6, 7, 8, 9,10) (NO: ) (ABSENT: 5)

After further discussion on the 2016 Membership Summit, the board unanimously voted to approve funding for the summit.

Resolved: That funding for the 2016 Membership Summit be approved in an

04/16BT55 amount not to exceed $5,000.

(YES: 1, 2, 3, 4, 6, 7, 8, 9,10) (NO: ) (ABSENT: 5)

PDA Historical Cuts

This information was provided to give a greater understanding of past board actions that impact the board’s current decision-making process. Dr. Ray reviewed the historical budget cuts and the effects on PDA programs and services and on the current budgeting process. The board was encouraged to review the cuts and to consider if any should be reinstated.

Previous boards prioritized PDA programs and activities, and made decisions that were reflected in later budget and staffing reductions. The annual PDA budget is based on these decisions. Programs can be added back to the budget, but something else will have to be eliminated, funding taken from reserves or staff added. These cuts are all supported by either board resolutions or directed actions.

Issues Discussion Agenda Items for 2016 PDM

With the elimination of the HOD, the COP was established to gather concerns, issues,
and expectations at the local and district levels to bring to the board for consideration. However, the COP has focused on governance,rather than substantive issues affecting the profession.

The board consideredthe structure of the “issues discussion.” It was reported that in 2015, membership perceived the board as having dictated the issues and not allowing enough time for discussion.The physical layout at the 2015 PDM did not allow for a welcoming or comfortable environment. Members expected an open forum, town hall format where any attendee could voice an issue, complaint, or suggestion. The board agreed that an open forum discussion should be held in 2016. Staff will also redesign the room setup to be more welcoming. (04/16BTDA01)

The board considered sending out an eBlast email prior to the PDM proposing topics as conversation starters or topics the board would like to consider for the upcoming year. The eBlast email would also serve as advertising for the segment during the business meeting.

The board discussed the merits of having two types of annual reports: the new publication with graphics and charts, or a narrative PDM board summary highlighting board actions as had been provided to the former House of Delegates.

The board directed the following:

• The latest version of the PDM annual report with graphics, as well as the 2016 budgetwill be published online prior to the 2016 PDM.
• No narrative annual report will be printed ordistributed during the PDA Business Meeting.(04/16BTDA02)

For the 2016 PDM, the board should be prepared to assist Dr. Newman with answering questions posed by PDA members.

Large Group Practice Discussion

Ms. Kostelac-Cherry suggested that large group practices need to be addressed by the board. The board needs to start thinking about the impact these groups have on PDA.

After extended discussion, Dr. Ray stated that this topic will be the subject for the July Board of Trustees (BOT) meeting.

Approval of Electronic Votes on the BOT SoNet

The board questioned why trustees cannot go back to change a vote and why a poll does not close once the ten trustees have voted.There is a security feature in the software that allows for one vote per poll, and once cast; votes cannot be changed. Also when a voting poll is set up for a specific number of days, the poll remains open until the date specified despite the number of votes cast.

Several board members questioned if the voting software could bemodified to include an automatic email reminder to vote prior to the closing of a poll. The notification that a poll has been posted to the SoNet often is lost in an Outlook Inbox. The board directed that the Executive Assistant send a reminder emailon day five to those trustees who have not yet voted in the poll.(04/16BTDA03)

The board discussed the preference on voting in a poll versus voting within the discussion thread. The board directed that all voting be done in a poll rather than within the discussion thread. (04/16BTDA04)

The board unanimously approved the Record of Electronic Votes from January 17, 2016 to April 11, 2016. (BOARD ACTION)

Campaign Guidelines

Dr. Newman brought to the board’s attention several gaps in the campaign guidelines that came to light during the recent PDA election. There were unanticipated violations that occurred ranging from the improper use of email to early campaigning without district certification. These violations were not specifically covered under the recently approved Campaign Guidelines (10/15BT28).

The following violation examples were provided:

• Component societies that sent out emails on behalf of one candidate without the candidate’s knowledge.
• An individual with a large email distribution list whosent out emails on behalf of a candidate without the candidate’s knowledge.
• Differences of opinion within a district on promoting one of its candidates.
• A treasurer candidate who is allowed to campaign beginning March 1, but is not a true candidate until after July 2016 when the certification form is submitted by the district.

The board discussed the need for district certification and the dates the candidate certification form is due to PDA. The current PDA Election Procedure states districts must submit the Candidate Certification Form to Central Office by close of business on December 10. The board also discussed whether the district or the locals must certify candidates or whether a candidate should be able to self-nominate for a position. The board agreed that a certain amount of institutional knowledge is necessary for any candidate seeking an officer position.

Drs. Newman and Ray recommended a subcommittee of the board be established to review and recommend changes to the current guidelines. The subcommittee will review both the election procedure and campaign guidelines, and will suggest consequences for violations. Recommendations should be reported to Dr. Ray before the July 2016 board meeting.(04/16BTDA05)

The following wereappointed to the subcommittee:

Dr. Bruce R. Terry, President-elect as chair

Dr. Charles J. Incalcaterra (2)

Dr. James M. Boyle III (5)

Dr. Sam Mansour, Trustee-Elect (9)

Dr. Joseph E. Ross (9),consultant

Dr. Wade I. Newman, Immediate Past President, consultant

The board unanimously voted to approve the formation of the subcommittee as presented.

Resolved:That a subcommittee of the board be established toreview and

04/16BT56recommend changes to the PDA Campaign Guidelines.

Electronic Voting Issues

The board discussed the electronic voting process and district concerns regarding electronic voting. The following concerns of the locals and districts were considered by the board:

• Voting process was too cumbersome.
• Have an easy button where once pushed, vote is recorded and there is no need to confirm the vote through email.
• Have paper ballots so members who do not use email are not disenfranchised.
• Establish an Electoral College to level the playing field for districts with huge population differences.
• Reconsider funding for ADA delegates to one at-large delegate per district funded by PDA.
• Members want an inclusive voting system where they feel empowered and each vote counts.
• Have some type of voting demonstration at local meetings.
• The notification email to cast a vote went directly to “spam” or the email came with other PDA emails and was lost in the mix.

The board acknowledged that some members are resistant to electronic voting; however, members will have to accept this change as part of the new governance process. Under the HOD model, there were 87 people voting on statewide issues. Now with electronic voting, more than 500 members voted in 2015 and over 600 members voted in 2016.

District Proxies and Bylaws

Dr. Newman and Mr. Weber have exchanged several emails over the appointment of proxies. District trustees are allowed under the Bylawsto have a proxy from their district who is appointed by the district president. The board made a policy that any district may appoint a proxy for its absent trustee but voting rights are granted only to those proxies who have completed board orientation or who have served previously as a PDA board member(07/15BT06). Mr. Weber is concerned that this board policy may have superseded the Bylaws and in order to maintain the policy, the Bylaws must be amended.

The board unanimously voted to amend PDA Bylaws Article 6.4.2., to include the board policy regarding voting rights granted to proxies.

Resolved:That PDA Bylaws Article 6.4.2, be amended to reflect board policy

04/16BT57thatin order to voteany district proxy must have completed board orientation or previously served as a PDA board member.

The board directed Mr. Weber to develop the appropriate wording of PDA Bylaws Article 6.4.2, to reflect the addition of the board policy on proxies and board orientation.(04/16BTDA06)

Once the wording of Article 6.4.2 has been amended, the Council of Presidents must approve the amendment with a two-thirds vote.

Proxy Votes for Council of Presidents (COP)

The board discussed the continuing issue of voting bythe COP. The current policy Bylaws provide that only the district presidents can vote on issues before the COP. Dr. Ray commented that many times the district presidents were not on the conference call or on the SoNet forum but instead have sent a district representative.This practice has delayed voting on several important issues. Arecommendation was made to amendthe Bylawsto allow proxiesto vote in the absence of a district president.

The board unanimously approved that theBylawsSection 9.12be amended to allow proxies to vote in place of the district president on issues before the COP.

Resolved:That PDA Bylaws Section 9.12 be amended to allow one vote per

04/16BT58district cast by the district president or in the absence of the district president,the district president-elect or by adesignated local president from the same district.

The board directed Mr. Weber to draft the Bylaws amendment. (04/16BTDA07)

The board discussed the issue ofCOP participation on the SoNet and conference calls. According to the PDA Bylaws, the COP must have a quorum to conduct business and for voting. The online participation of the COP is lacking with multiple emails required to have the COP logon to the SoNet. The conference call participation often has enough members to reach a quorum to conduct business but not enough for a two-thirds majority vote. It was suggested that a summary of COP activity be included in the annual report as this adds a paper trail and justifies the existence of the COP.

NDC Recommendation 2017 ADA Delegation

The New Dentist Committee returned its recommendation regarding the board’s suggestion to include a new dentist in PDA’s 2017 ADA delegation.

The New Dentist Committee (NDC) members understand the importance of the position and are grateful that the Board of Trustees has extended this opportunity. At this time, the NDC declines the opportunity to include an appointed NDC member in PDA’s 2017 ADA delegation. The committee shared the following reasons for its decision:

• Extended time out of the office to attend the meeting could be a deterrent for new dentists to participate as a delegate.
• At this time, NDC member participation at other meetings, such as the ADA Recruitment and Retention Conference and the Washington Leadership Conference, is low due to issues taking time off work.
• Concern about limited access to CE courses and the vendor floor for PDA delegates during the meeting.
• Concern that an appointed NDC member may not have the background, experience or interest to be an engaged, contributing member of the delegation. The committee understands the commitment it takes to be a delegate and feels it could be detrimental to take away one of the five spots for elected delegates if an appointed NDC member does not fully participate in delegate duties.
  (3/16NDCDA1)

The board discussed the response from the New Dentist Committee. One consideration from the board is to have the trustee liaison make an offer to the NDC that one spot would be held for a new dentistto be part of the ADA delegation. The NDC can then petition the board for funding if the offer is accepted.

Adjournment

The meeting was adjourned at 4:29 p.m.