Maine Society for Respiratory Care
Board Meeting
Hollywood Casino – Bangor Maine
May 16, 2012
Present: Amanda Albee, Chester Scamman, Cynthia Carlton, Daren Rainey, Laura King, John Higgins,
Kate Turner, Norma Hay, Steve Enking, Sally Whitten, Steven McGrath; Keith Siegel
Unexcused:
Excused: Don Cotta
Meeting called to order 1235 pm Hollywood Casino May 16, 2012
Sally opened meeting to Keith for bylaw discussion.
By-Laws:
Keith led discussion explaining the changes the By-Laws Committee discussed during their last meeting.
By Laws are due to be updated/revised by December of 2012. Keith who has been in contact with the
AARC, communicated our acronyms MSRC and MeSRC are in question. Multiple states have the same
acronym and the AARC would like us to choose one and stick with it, so we updated the Bylaws to read
MeSRC instead of MSRC.
Article 1: “society shall then qualify as an exempt organization” wording states the MeSRC is a 501 (c)(3.
Our taxes are done as a 501(c)(6). The BOD voted to allow Amanda to contact Art Cerullo, the society’s
lawyer, to have him re-write this section with appropriate and accurate terminology so we remain in
compliance with our Bylaws. All in favor.
Section 2: Directors, number of nominees were changed to no less than 5 members, no more than 8
members. Allowing for flexibility to be given to the swing of candidates we have year to year.
Section 3: Term of Office, Office terms will run by fiscal year, starting January 1. Amanda asked about
tax filing once her term ended and in conversation all agreed the treasurer is responsible to file taxes for
year in office even though the filing happens in the following year. All agree by conversation the
alteration of the delegate position and others.
Jack suggested incorporation of job descriptions into a policy and procedure manual for future Board
Members to reference and understand exactly what we are responsible for.
Keith lead discussion on having no member serve more than 3 consecutive terms in the same office
eliminated. Term limits may put restrictions on active members who now have the ability to continue to
be an advocate and when volunteering for the MSRC is limited, it may put us in noncompliance with our
Bylaws. It was also discussed that experience can be gained and shared by those who have done it
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multiple years. On the flip side, Laura mentioned the board may become stagnant and lack new people
and maybe the 3 year term limit is historic and we may be closing ourselves. It may cause things to be
done wrong over and over if new eyes aren’t in the office. Discussion with Steve, Keith and Amanda,
who monitors the treasurer activities, checks and balances about how removing the term limits could
extend the position too long.
Offices were discussed, Cynthia mentioned the Board Member role and as her second year she does feel
more comfortable. We definitely need experienced Board Members in certain positions such as
Treasurer, President Elect, and/or Secretary. Conversation took place in regards to a pre-treasurer,
treasurer and treasurer-elect. Concerns were how to prevent transition to such a position without
adequate training. It would be appropriate to have this process improved or have it be the treasurer’s
responsibility to train the incoming treasurer in an organized manner. Orientation(s) may be beneficial;
our current Bylaws state there should be an orientation meeting and those who feel it necessary to
attend. There needs to be accountability for treasurer position. Discussed possibility of a 2 years and 3
months term, serves until May 15th to end by the date taxes are due of their fiscal year. Keith suggested
makeing the transition and Board language 2 years as Treasurer and one as Past Treasurer. After much
discussion it was decided to keep BOD offices as is, including treasurer, with more focus on training and
orientations.
Votes Initiated on By-Laws Changes:
1.
No less than 5 members no more than 8 = Cynthia motioned, Steve Second, all in favor
2. Fiscal year and member year coordination = Keith motioned, Steve second, all in favor
3. Bylaws committee suggested eliminating current term limits on positions = Keith motioned to
accept by-laws suggestion, Laura second, 7 in favor, 5 oppose. Term limits will be eliminated.
Misc Changes Discussed:
1.
Instead of Delegate and alternate delegate it has been reworded to say delegates. There is no
alternate delegate position.
2. Ballots shall be sent to all active members the month of the mailing.
3. A duty of the Delegate was clarified, as specified as article 7 sections 3 in the AARC by-laws.
4. Medical Advisor shall be welcomed at all board meetings, Keith will check with the AARC for
what is expected for the official commitment of Medical Director in regards to attending annual
board meeting. Article 10 section 3 of AARC: no formal commitments, mention of his name is
sufficient on documents.
5. Educational committee should have at least 4 active members, minimum.
6. Newsletter changed to be sent out a at least 2 times a year to all active members.
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Cynthia motioned to accept all recommendations of by-laws written motion, Steve second, Opened for
discussion: Jack asked about electronic mailing of newsletter and discussion about the work required to
maintain a current mailing list and it was decided to continually formally mail it, all were in favor.
Sally gave Kate a gift to thank her for her outstanding work and time as President.
Laura resigned as the Educational Committee Chair. Sally presented her with a thank-you gift for her
time and commitment.
Sally announced Cynthia Carlton would be taking on responsibility of the Educational Committee Chair
and Norma Hay would be Educational Co-Chair for the upcoming 2013 conference year.
Discussion on this year’s conference and new venue: It is going well; everyone has had good responses
and feedback. Sally thanked Chet for taking conference pictures for the website.
Amanda suggested we scan all previous meeting minutes and save on disk. Amanda stated the AARC
said we should be keeping our meeting minutes indefinitely. She had been told our current method may
not be the best in the event of a fire. Steve motioned for Amanda and the secretary to look into quotes
for hiring professional scanning services, Keith second, all in favor.
Treasurer Report –
Amanda passed around an official treasurer’s report with itemized list of expenses and credits, outlining
accrual and cash totals.
Kate motioned to accept, Laura second, all in favor.
Amanda also advised the board that the amount in annual gross receipts for tax exemption is $50,000.
She explained it’s not a limit of what the society can have for money but a limit used to know which tax
forms to use. In the event the board is finding it is having excess in cash then it may want to look at
different ways to allocate the money.
Delegate’s report- No Current Updates. Steve is unable to attend the Santa Fe, Summer Forum this
year.
Meeting adjourned 1345 to be continued tomorrow at lunch.
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Maine Society for Respiratory Care
Board Meeting
Hollywood Casino – Bangor Maine
May 17, 2012
Board Members Present: Steve McGrath, Jack Higgins, Cynthia Carlton, Sally Whitten, Laura King, Chet
Scamman, Norma Hay, Amanda Albee, Steve Enking, Don Cotta, Kate Turner
Excused: Daren Rainey, Keith Siegel
Unexcused:
Guest: Garry Michaud, Shirley Belanger, Kathy Roy
Meeting called to order by President Sally Whitten @ 12:15
Treasurer:
Amanda passed around an expense reimbursement form, made by Sally, for the board to approve.
Amanda stated this would make filing reimbursements easier and allow for oncoming treasurers to
easily decipher what certain receipts were for.
All in favor
Amanda asked the board for and put out a reminder to submit any reimbursements to her for payment.
Amanda discussed our current tax exempt status. There is an issue with us having 2 EIN numbers. 1
number has been revoked of tax exemption by the IRS and 1 being in good standing with the IRS. We
have been using the good number since around 2005 but when she contacted the IRS they informed her
this number was not “formal”. Amanda is in the process of consolidating the 2 numbers into the EIN in
good standing but proposed making this EIN formal with the IRS. This would enable us to have official
documents pertaining to our tax exemption from the IRS. Our lawyer has stated he would help with this
process by filling out the 1024 required by the IRS for approximately $1,500 – 3,000. A more narrow
quote was unable to be given because it is unknown exactly how many man hours it would take.
Amanda also explained she was advised by the AARC they most certainly do recommend we become
officially/formally tax exempt with the IRS. She explained she would start the process with the lawyer
once the EIN’s had been consolidated.
All in Favor
Sally explained that according to the IRS, we are a 501 (c)(6) organization not a 501(c)(3) organization as
many of us believed. Although both 501 designations are for non-profit organizations, the 501(C)(6)
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group participates in political activities like our work in Washington, DC with the PACT. A 501(c)(3)
organization cannot lobby or actively work on a political basis.
As a 501(c)(6) organization, we cannot offer a tax exemption for donations received and cannot legally
provide the solicitation letter that states a donation is tax exempt. The AARC recommends that we stay
as a 501(c)(6) organization so we can continue with our political action work in Washington.
Amanda explained the need for her to consult with a bookkeeping consultant. This would allow her to
make sure Quickbooks was being used appropriately, correct filing procedures and by having this
contact it would allow her to ask questions to someone on an as needed basis. Steve asked how much
it costs. Amanda was unsure of the costs but said she would research more and email the board for an
electronic vote.
All in favor
After research Amanda found out our current insurance policy does not bond the treasurer or president,
the two people who have access to the society’s money. This insurance is highly recommended by the
AARC as it protects the society from theft. Amanda was given a rough quote from the insurance
company for bonding but was also given a rough quote to add general liability insurance for such things
as our conferences. Discussion took place on if general liability was needed. Kate stated that for 2012
conference she had to sign off that we were responsible for such liabilities at Hollywood Casino and it
usually is like this with all conference locations. It was decided it was something we should consider and
look into further. Amanda stated she could not get an actual quote until after her and Sally completed
an application with the insurance company.
ALL in favor to apply for quote with insurance company.
Amanda reported that to the best of her knowledge 2011 taxes were done. Diane was unable to make it
to the conference to bring copies of the taxes.
Website:
Amanda asked for any more info on facebook access. Laura and Kate were unable to give access but not
sure why. Amanda asked if she could continue on with a new facebook page because social networking
is extremely important for us.
All in favor for a new facebook page.
Kate stated she would sit down with Amanda for one last attempt getting facebook access to her.
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Amanda passed around website statistics that clearly showed increase in website traffic a couple weeks
before the conference.
Amanda requested the BOD to send her front page ideas for the website.
Elections Committee:
Going to set up a calendar so that the president elect isn’t behind because they don’t understand time
lines.
Membership Committee:
Norma requested her membership flyer be sent out with the lobestergram that is sent to all RT’s.
Everyone agreed
Sally stated membership recruitment is ongoing.
Education Committee:
Group discussion on where to hold the 2013 Maine Event. All agreed that the reviews for Hollywood
Slots had been very positive and that the staff had gone above and beyond to help in every area. Dates
proposed for 2013 were: May 1st and 2nd or May 8th and 9th. Members of the education committee to
check for availability and to also investigate any conflicts with other organizations.
All in favor
Lobstergram:
Amanda reported for Bobbie the Lobestergram goes out: March, June, September and December
Amanda will communicate with Bobbie for the next Lobestergram’s article due date and email the
board.
Short discussion by Sally and Jack about implementing and creating a policy & procedure manual. Jack
states he has another society’s being sent to him for us to reference.
Sally states she is almost ready to email our manager and directors list with the pulmonary rehab toolkit.
Amanda states she will be putting the toolkit on the website. The AARC would like our help getting the
word out
Meeting Adjorned
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