Massachusetts Dental Society Board of Trustees Meeting Minutes Wentworth by the Sea – New Castle, NH March 23, 2007 Call to Order: The Massachusetts Dental Society (MDS) Board of Trustees meeting was called to order by Dr. Alan Gold, president, at 7:40 a.m. Roll Call: The roll of the officers, trustees, MDS staff, and guests was as follows: Officers Dr. Alan S. Gold, president Dr. Andrea Richman, president-elect Dr. Milton A. Glicksman, vice president Dr. James B. Nesti, speaker of the House Dr. Thomas P. Torrisi, secretary Dr. Charles L. Silvius, assistant secretary Dr. Charles A. Gagne, treasurer Dr. David A. Schmid, assistant treasurer Dr. Robert A. Faiella, immediate past-president Trustees Dr. Michael Wasserman, Berkshire Dr. Anthony Giamberardino, East Middlesex Dr. David S. Samuels, Merrimack Valley Dr. James S. Cinamon, Metropolitan Dr. Janis C. Moriarty, Middlesex Dr. David B. Becker, North Metropolitan Dr. John P. Fisher, North Shore Dr. Michel A. Jusseaume, Southeastern Dr. David B. Harte, South Shore Dr. Stephen W. McKenna, Valley Dr. Roderick W. Lewin, Wachusett Dr. William R. Dennis, Worcester Guest Board Members Dr. Armond M. Enos, Jr. Dr. Paula K. Friedman Dr. Robert S. Leland Dr. Lisa Vouras Staff Present Dr. Robert E. Boose, executive director Karen Rafeld, assistant executive director, senior policy advisor Kathleen Boyce, cpa, chief financial officer Lois Holt, senior director, Executive Office Operations Marc Kaplan, director of Membership Marlene Petro, director, Convention & CE Operations MDS Board of Trustees Minutes March 2007 2 Robert Alconada, director, Governmental Affairs and Grassroots Advocacy Scott Davis, chief communications officer Shannon McCarthy, director, Sales Melissa Carman, managing editor, Publications & Web Site Colleen Chase, executive assistant Approval of Action Agenda and Consent Calendar: The action agenda and the consent calendar were presented to the Board for their consideration. 1-3/07 Board Action: The Board approved the March 23, 2007 action agenda and consent calendar as presented. Approval of Minutes: The minutes of the February 7, 2007 meeting of the Board of Trustees were presented for Board review. 2-3/07 Board Action: The Board approved the minutes of the February 7, 2007 Board of Trustees meeting as presented. Official Reports Report of the President: President Dr. Alan Gold announced that four guest Board members had been selected for the 2007-2008 governance year, and that Drs. Kelly Bouchard, Sandra Crowley-Le, Mary Jane Hanlon-Rogers, and Justine Tompkins had accepted the positions. He then announced a business arrangement between the MDS and the law firm of Morse BarnesBrown and Pendleton (MBBP). The Task Force on Outside Consultants, chaired by Vice President Dr. Milton Glicksman, recommended adding MBBP to handle selected legal issues for the Society. The Board also discussed some of the issues around the administration of MassHealth by TPA Doral Dental and agreed that more progress was needed. Report of the Secretary: Secretary Dr. Thomas Torrisi announced that the Council on Nominations had completed its work by endorsing a roster of candidates for MDS office, including Dr. Anthony Giamberardino as assistant secretary. The position of assistant secretary was the only contested position. The slate will now go to the House of Delegates for confirmation. Dr. Charles Silvius, assistant secretary and chair of the Dues Waiver Review Committee, asked for the Board’s approval of six dues waivers. 3-3/07 Board Action: The Board approved the following six dues waiver recommendations from the Dues Waiver Review Committee: ID 29290 31500 27057 Type financial, temporary, financial, temporary financial, temporary Amount 50% 50% 100% Meeting Date 2/13/07 2/13/07 2/13/07 MDS Board of Trustees Minutes March 2007 40636 27389 24257 disability, temporary financial, temporary disability, temporary 3 100% 50% 100% 2/13/07 2/13/07 2/13/07 Report of the President-Elect: President-elect Dr. Andrea Richman informed the Board that the Yankee Institute had scheduled a course developed by the Bioterrorism Task Force. Catastrophic Response Preparedness is scheduled for April 11, 2007. Dr. Miriam R. Robbins and Dr. Federick G. More from New York University College of Dentistry, and Regina Villa, the Medical Reserve Corps statewide coordinator, are scheduled to speak on how a dental professional prepares for a natural, accidental, or terrorist-induced disaster. As of the Board meeting, over 25 people had registered for the course. Report of the Vice President: Vice President Dr. Milton Glicksman informed the Board that the Task Force on Outside Consultants would continue to review the Society’s outside consultants, including the legislative agent and the entertainment firm used for YDC entertainment. Report of the Treasurer: Treasurer Dr. Charles Gagne and CFO Kathleen Boyce, CPA, presented the proposed 2007-2008 Budget to the Board for its review. The Budget and Fiscal Planning Committee approved this proposed budget at its February 28, 2007 meeting. Ms. Boyce noted that the 2007-2008 fiscal year presents several new challenges from a budgeting standpoint. YDC’s transition to the BCEC in January 2008 will have a significant impact on both the income and expenses of the Society. This budget proposes the addition of several new staff members to better further the goals of the Society. This budget also proposes a dues increase for the next dues cycle beginning in January 2008. The Board also reviewed the annual budgets for the MDS Foundation and MDS Insurance Services. Ms. Boyce noted that improvements continue to be made in segregating the expenditures for these organizations from MDS expenses, which results in their budgets more accurately reflecting their projected financial results and the impact that has on the MDS Operational Budget. 4-3/07 Board Action: The Board approved the 2007-2008 Budget, as recommended by the Budget and Fiscal Planning Committee. The budget will now go to the House of Delegates as a resolution. Report of the Assistant Treasurer: Assistant Treasurer Dr. David Schmid reported on the recent activities of the Investment Subcommittee, which he chairs. Dr. Schmid distributed an account summary of the MDS investments with UBS Financial Services, and informed the Board that the subcommittee had voted to keep investments with UBS for the next year. Ms. Boyce then informed the Board that current trustees for the MDS 401K Profit Sharing Plan are Drs. Robert Boose, James Thiel, and Charles Gagne. At its November 2005 meeting, the Board voted that the trustees of the plan should be the current executive director, treasurer, and assistant treasurer. Ms. Boyce asked the Board to vote to remove Dr. James Thiel as a trustee and add Dr. David Schmid. 5-3/07 Board Action: The Board voted to remove Dr. James Thiel as a trustee of the MDS 401K Profit Sharing Plan and add Assistant Treasurer Dr. David Schmid. MDS Board of Trustees Minutes March 2007 4 Report of the Speaker of the House: Speaker of the House Dr. James Nesti asked the Board to review and discuss the following resolutions: 1-07 2-07 3-07 4-07 5-07 6-07 7-07 8-07 Approval of MDS 2007-2008 Budget Speakers of the House To Become Ex-officio Members of the House of Delegates Term Limit for Speaker of the House Amendments to the MDS Constitution and Bylaws Regarding Changes in MDS and EDIC Governance Relationship Creating a Council on Public Affairs Responsibilities of MDS Council on Communications Participation in MassHealth Dental Program Name Change of Council on Relief to Council on Disaster and Relief 6-3/07 Board Action: The Board voted to send Resolution Numbers 1, 2, 4, 5, 7, and 807 to the House of Delegates with a recommendation to vote yes. A resolution regarding the proposed dues increase will also be sent to the House with the Board’s recommendation to vote yes. 7-3/07 Board Action: The Board voted to send Resolution 6-07 to the House of Delegates with a recommendation to vote no. 8-3/07 Board Action: The Board voted to withdraw Resolution 3-07 on the term limit for the Speaker of the House. The remaining resolutions will be renumbered accordingly. Dr. Nesti also presented a streamlined agenda for the House to the Board for its review, and initiated a discussion regarding reimbursable expenses for this year’s delegates. 9-3/07 Board Action: The Board approved a streamlined agenda for the 2007 House of Delegates and voted to reimburse delegate attendees for parking fees at the Westin Waterfront. Report of the Executive Director: Executive Director Dr. Robert Boose reported on a meeting Vice President Dr. Milton Glicksman, Karen Rafeld, Bob Alconada and he had with Senator Harriette Chandler regarding Senate Bill S.1216 – An Act Relative to Dental Auxiliaries. Senator Chandler sponsored the bill and asked the Society and representatives from the Massachusetts Dental Hygienists Association to attend the meeting. The Board also reviewed a list of possible duties to be delegated to an Expanded Function Dental Hygienist as developed by the Workforce Task Force. Dr. Boose and Assistant Executive Director Karen Rafeld informed the Board that a staff task force, with members from the Communications, Membership, Governmental Affairs, and Foundations departments, had been meeting regularly to develop a plan for a public affairs approach to the issue of increasing access to care for underserved populations and general oral health education for the public, and distributed a timeline of activities that are underway currently and planned through April 2008. MDS Board of Trustees Minutes March 2007 5 Dr. Boose announced to the Board that he was being considered for a director position on the Dental Service of Massachusetts Oral Health Center Board. He anticipates his appointment to this board will be confirmed at the Oral Health Center Board’s April meeting. Reports Related to Issues of Dental Care and Benefits Report from the Council on Access, Prevention and Interprofessional Relations: Each year the Council on Access, Prevention, and Interprofessional Relations, with input from its Standing Committee to Prevent Abuse and Neglect, presents an individual to receive the Allard Award for the Board’s approval. The Allard Award is given to an individual whose efforts heighten awareness regarding abuse and neglect of children, the elderly, and the disabled, as well as domestic violence. The council recommended Jetta Bernier, executive director for the Massachusetts Citizens for Children, as the recipient of the 2007 Allard Award. 10-3/07 Board Action: The Board approved the nomination of Jetta Bernier, executive director for the Massachusetts Citizens for Children, to receive the 2007 Allard Award. Reports Related to Legislative Advocacy and Governmental Relations Report from the Council on Governmental Affairs: Director of Governmental Affairs Robert Alconada asked for the Board’s approval on several recommendations put forth by the Council on Governmental Affairs. 11-3/07 Board Action: The Board approved several measurers in the MDS Legislative Agenda, including opposing An Act Relative to Increasing the Presence of Hygienists on BORID, opposing An Act Relative to Hygienists Practicing in Public Health settings, supporting An Act Improving, Promoting and Protecting the Oral Health of the Commonwealth, and the reaffirmation and update of the MDS’s statement on the negative effect of sugary snacks and sodas in schools. Reports Related to Yankee Dental Congress Director of Sales Shannon McCarthy informed the Board that the MDS had been contacted about hosting the ADA Annual Session/House of Delegates meeting in 2016 or 2017. This would involve moving the annual Yankee Dental Congress from January to the September/October time frame so that it could be held in conjunction with the ADA Annual Session. 12-3/07 Board Action: The Board approved a plan for a joint ADA/MDS convention in Boston in 2016 or 2017. Reports Related to Administrative Matters Report of EDIC and EDIA Trustee Directors: EDIC Trustee Directors Drs. Stephen McKenna and John Fisher indicated that EDIC was thus far having a successful year. They MDS Board of Trustees Minutes March 2007 6 informed the Board that EDIC had recently moved into New York and is considering moving into Maryland. EDIA Trustee Directors Drs. William Dennis and Anthony Giamberardino reported that the EDIA board of directors had not met since the last Board meeting, but had begun marketing to the auxiliary members of the dental team through the new MDS Allied Dental Health Professionals membership. Dr. Robert Boose informed the Board that the current EDIA Bylaws state that an MDS officer cannot serve as a member of the EDIA Board of Directors. Currently, Dr. Anthony Giamberardino is a trustee director of the EDIA board. With the current EDIA Bylaws, he will be unable to continue to serve in this capacity upon his election to the MDS Assistant Secretary position. At its Annual Meeting in June 2007, the EDIC Board of Directors will consider modifying the EDIA Bylaws to allow for the inclusion of an MDS officer on the EDIA board. Dr. Giamberardino will continue to serve as a trustee director until this matter is resolved. Report on Foundation Fundraising: Assistant Executive Director Karen Rafeld informed the Board that registration for the 6th Annual Golf Tournament and Spa Day at Willowbend Country Club in Mashpee is currently underway. She also announced that plans are being made for the Foundation’s 4th Annual Wine Tasting, and that the proposed venue is The Lighthouse at the Seaport Hotel. New Business CFO Kathy Boyce informed the Board that the Society is planning to realign the staff 401(k) Profit Sharing Plan. Currently the Society makes a discretionary contribution to each staff member’s 401(k) Profit Sharing plan. The company hopes to instead begin making a matching percentage contribution based on each employee’s participation in the plan. The Board discussed possibilities for Mega-discussion topics at the MDS House of Delegates meeting in May, and decided to focus on the Workforce Legislation currently before the State Legislature. Dr. Alan Gold took time at the end of the meeting to thank Immediate Past President Dr. Robert Faiella, Speaker of the House Dr. James Nesti, and the four outgoing Guest Board Members, Drs. Paula Friedman, Armond Enos, Lisa Vouras, and Robert Leland for their service to the Board. This was the last meeting for each of these individuals. Each of these people in turn expressed their appreciation to their fellow Board members and shared what being on the Board meant to them, both personally and professionally. Adjournment: There being no further business, the meeting was adjourned at 11:51 a.m.