Pennsylvania Dental Association€¦ · Web viewExceptions may be made, but only under extreme or extenuating circumstances deemed worthy by the PDA secretary who shall have the

Board of Trustees FINALApril 5, 2019Page 1 of 23

Board of TrusteesPennsylvania Dental Association

April 5, 2019Gettysburg Hotel, Gettysburg, Pennsylvania

Present Consultants/Staff/Guests PresentDr. Stanley Markiewicz (1) Jennifer Rawson, Esq. Legal CounselDr. Nancy R. Rosenthal (2) Robert Yarosh, Director of AccountingDr. Matthew A. Zale (3) Mary Donlin, Director of MembershipDr. David A. Schwartz (4) Proxy Barbara Mladenoff, Executive AssistantDr. Gary S. Davis (5) Dr. Richard Grossman (3) Trustee ElectDr. John R. Coole (6) Dr. Marian Wolford, (9) Trustee ElectDr. David A. Schimmel (7) Dr. James AH Tauberg (10) Incoming Pres-electDr. Thomas C. Petraitis (8) Dr. Sam Selcher (5) Treasurer-ElectDr. Sam Mansour (9)Dr. Dennis A. Zabelsky (10) Via TeleconferenceDr. James M. Boyle, III, President Dr. Linda K. Himmelberger, ADA TrusteeDr. Charles J. Incalcaterra, President-electDr. Nicole M. Quezada, Treasurer Limited Attendance

Camille Kostelac-Cherry, Esq. CEO and Sec.Absent Bridget E. Montgomery, Esq., Eckert SeamansDr. Maria Tacelosky (4) Fred Fischer, Fischer Financial Services, Inc.

Tom Baldwin, Fischer Financial Services, Inc.

Call to OrderThe meeting was called to order at 8:30 a.m. by Dr. James M. Boyle, III, President.

Approval of MinutesThe minutes from the January 18, 2019, board meeting were unanimously approved by the board. (BOARD ACTION)

Approval of Electronic VotesThe board unanimously approved the Record of Electronic Votes from January 2, 2019 through March 20, 2019. (BOARD ACTION)

Approval of Consent Agenda ItemsThe board reviewed the consent agenda items and the following items were pulled for further clarification: items #3, 8, 14A.

#3 – Dental Benefits Committee (DBC)Dr. Markiewicz inquired if the board had access to the DBC conference call summary from the January 21, 2019 committee meeting. The board was informed that the call summary was uploaded to the Board of Trustees library on March 29, 2019.

#8 - Election Advisory Group (EAG)Dr. Markiewicz requested that the campaign guidelines be updated as the guidelines still show Election Committee and not Advisory Group. Dr. Coole, trustee liaison, will forward the request to the EAG.

1234

123456789

10111213141516171819202122232425


Dr. Markiewicz and Dr. Davis are looking for any recommendation from the EAG on the recent election as per PDA Bylaws. The EAG only offered ideas for the board to consider and did not provide any resolutions. The EAG stated that member engagement falls on the PDA and PDA staff.

Dr. Markiewicz stated there was inconsistent text messaging for this recent election. The voting reminder was not received. The board was informed that the initial text for the run-off was sent. To avoid any confusion, the second text was not sent as the second week of voting was already underway.

Further discussion on the EAG report was tabled until Drs. Davis and Rosenthal develop resolutions/directed actions based on the nine ideas developed by the EAG.

#14A – Membership StatisticsDr. Markiewicz withdrew his objection to this report.

The board approved the remaining items on the consent agenda. (BOARD ACTION)

Annual Meeting Steering Committee (AMSC)The board was informed that the current footprint for the Pennsylvania Dental Meeting (PDM) will remain for 2020. The planning committee has recommended the Wyndham Grand Pittsburgh as the venue. The hotel is holding the dates of March 27-28, 2020, with space for the board to meet Friday and Saturday morning. CE would be scheduled for Saturday with the business meeting held on Saturday afternoon following the same footprint as the Gettysburg meeting.

The current footprint was discussed and whether a one-day meeting was a better format than a two-day meeting. There was concern about sharing the PDM sponsorship money between the local and PDA. The board discussed the costs incurred by the Pennsylvania Dental Association to hold the PDM and questioned if the meeting should be revenue neutral. The current format is less expensive than the previous meetings held in Hershey with a multi-day meeting.

The board expressed concerned that the one-day format makes it difficult to attract exhibitors for a small meeting. The board suggested that the AMSC review the footprint and the mandatory requirements to hold a business meeting along with ways to attract younger members.

After discussion, the board unanimously approved the following resolution.

Resolved: That the Annual Meeting Steering Committee (AMSC) investigate a new 04/19BT37 format for the Pennsylvania Dental Meeting that includes mandatory

requirements for a PDA business meeting and the inclusion of the Alliance of the Pennsylvania Dental Association (APDA). The AMSC should report back to the board with any recommendations.

Dr. Himmelberger suggested the committee contact the ADA meeting planners for aid in developing a new meeting format.

Policy Manual DocumentsThe board reviewed the 2018 Financial Policies, PDA Procedures and PDA Policies and offered several changes to the documents.

The board directed that the following edits be made to the 2018 Financial Policies. (04/19BTDA01)

5678

2627282930313233343536373839404142434445464748495051525354555657585960616263646566676869707172737475


11/98BT50: That the Chief Executive Officer and Chief Financial Officer and director of accounting be named the fiduciary as required by the Pension Act of 1974.

The board directed that the following edits be made to the 2018 PDA Procedures, Board of Trustees section. (04/19BTDA02)8/98BT14: That any PDA member who serves on an ADA council, committee or commission

submit to the Board of Trustees, within fourteen thirty days following the council, committee or commission meeting, a summary of the important transactions or talking points. And be it further resolved that these individuals act as liaisons to the PDA committee chairs and members to keep them informed of current developments on a national level that may or can affect Pennsylvania.

The board directed that PDA staff should notify PDA members who currently are serving on an ADA council, committee or commissions of this procedure in order to inform the associated PDA committee/advisory group of any important developments. (04/19BTDA03)

The board directed that the following edits be made to the 2018 PDA Procedures, For Profit Subsidiaries section. (04/19BTDA04)HD 04-23: That the PDA Chief executive officer has the ability to mandate periodic meetings with

the chief executive officers of PDA’s for-profit subsidiaries. The subsidiary chief executive officers shall also be required to be present at the PDA Board of Trustees meetings to present the quarterly report of their subsidiaries.

The board unanimously voted to rescind the following resolution from the Membership section of the 2018 PDA Procedures because it is redundant with resolution 02/13BT32.

Resolved: That Resolution 09/08BT9 that membership rosters be distributed 04/19BT38 electronically to district/local dental societies on a quarterly basis be rescinded.

The board directed the following edits be made to Appendix D of the 2018 PDA Procedures. (04/19BTDA05)

BYLAWS COMMITTEE (approved by Board of Trustees in 3/94BT86, amended 2/02BT41 and 1/18BTDA13)

1-Membership: The Bylaws Committee shall consist of the Board recognized Parliamentarian, the Secretary of the Association and at least two other members of the Board of Trustees, chosen by the President from nominees of the Trustees. The Board recognized Parliamentarian shall be the Chair.

2- Meetings: Meetings of the Bylaws Committee shall be held at the call of the Chair.

3- Duties: The duties of the Bylaws Committee shall be to, at least every seven years, review the bylaws of the Pennsylvania Dental Association and make recommendations to the Board of Trustees. If the Board of Trustees determines that changes should be made, the Board will recommend amendments to the House of Delegates.

The Bylaws Committee shall be charged with overseeing on a regular basis, an update of the Policy Manual of the PDA.

9101112

767778798081828384858687888990919293949596979899

100101102103104105106107108109110111112113114115116117118119120121122123124125


The board directed that the following edits be made to the 2018 PDA Finance Procedures. (04/19BTDA06)

10/07BT15: That PADPAC provide funding in an amount not to exceed $5,000 to reimburse attendance at the annual ADA Dentist & Student Lobby Day Conference in Washington, DC. Such reimbursement will be divided equally among all attendees in an amount not to exceed $1,000 $750 per person.

The board discussed the following PDA Financial Policies regarding the three-hour travel time rule. The board agreed the three-hour rule is excessive and could potentially lead to a safety and liability issue for PDA.

As a result of the discussion, the board unanimously agreed to rescind both resolutions.

Resolved: That Resolution 10B/88-89/32 that no overnight reimbursement will be provided for 04/19BT39 member attendance at one day meetings when one-day surface travel time is three hours

or less be rescinded.

Resolved: That Resolution 09/09BT32 that the “three hour travel-time rule” for lodging04/19BT40 reimbursement shall apply to board meetings. Exceptions to this policy must be

requested of and approved by the Budget, Finance and Property Committee on a case-by-case basis be rescinded.

The board discussed edits to the ADA Reimbursement Policy. Legal Counsel provided language to address concerns of the board regarding attendance to an honorary organization or other event.

After discussion, the board unanimously approved the amended ADA Annual Session Reimbursement Policy.

Resolved: That the ADA Annual Session Reimbursement Policy be amended04/19BT41 as presented and updated in PDA’s financial policies.

That the following be policy of the Pennsylvania Dental Association to determine reimbursement for delegates and alternate delegates to the American Dental Association Annual Session:

A. That the district presidents, secretaries and trustees be notified prior to PDA Annual Session of the PDA reimbursement policy to the ADA Annual Session.

B. That each delegate and alternate be required to sign a document stating they understand and accept the PDA reimbursement policy for the ADA Annual Session.

C. Delegate and alternate delegate reimbursement

1. Delegates and four alternate delegates will receive 100% of the "Basic Expense" to attend all meeting functions related to the ADA Annual Session.

2. Delegates and alternate delegates shall include any “designated” delegates and those alternates receiving the highest number of votes by the voting members, with a limit of four (4) funded alternate positions.

3. Delegates and alternates must register with the PDA Secretary within an hour of the beginning of all meetings of the ADA House of Delegates.

13141516

126127128129130131132133134135136137138139140141142143144145146147148149150151152153154155156157158159160

161162163164165166167168169170171172173174175176


Any discrepancies in the financial arrangement should be determined by the President and the Secretary of the PDA.4. Any delegate/alternate receiving travel/housing funds from other sources

shall have their PDA allowance reduced by the amount received from other sources.

5. The remaining alternate delegates shall receive no reimbursement from PDA.

D. Requirements of ADA delegates and ADA alternate delegates for full "Basic Expense" reimbursement:

1. Subscribe and actively participate on the PDA Social Network Delegate and Alternate group forum prior to the ADA Annual Session.

2. Review all of the ADA resolutions and become fully informed on all of the resolutions that are assigned to your reference committee.

3. Attend all of the pre-meeting PDA caucuses4. Attend the first meeting of the ADA House of Delegates5. Attend assigned reference committee hearing and at least one other reference

committee hearing (time permitting)6. Attend the PDA caucus held between opening session and first meeting of the ADA

House of Delegates – this is typically an all day meeting.7. Attend the second and third meetings of the ADA House of Delegates until business

is completed.

E. Additional Qualifications for Reimbursement:

1. In order to qualify for reimbursement, a delegate or alternate must be present from the beginning of a business meeting until adjournment. Departing prior to adjournment will automatically result in forfeiture of the entire meetings percentage of the “Basic Expense.”

Exceptions may be made, but only under extreme or extenuating circumstances deemed worthy by the PDA secretary who shall have the final word.

2. Attendance at a meeting of an honorary organization (e.g., ACD or ICD) or other event not directly related to the duties of a PDA delegate or alternate will automatically result in forfeiture of the entire meetings percentage of the “Basic Expense.”

1. Except as otherwise provided in paragraph 2,in order to qualify for reimbursement, a delegate or alternate must be present from the beginning of a hearing, session, caucus or other meeting (as required under Item D) until adjournment.

2. The basic expense reimbursement shall be not forfeited or otherwise reduced for a PDA delegate or alternate who has an excused absence with respect to attendance at or early departure from any hearing, session, caucus or other meeting (as required under Item D). Excused absences shall include, but shall not be limited to the following:

a. attendance at the induction ceremony of an honorary organization (e.g. ACD or ICD) as an inductee or the sponsor of an inductee;

b. attendance at a meeting of any ADA work group, etc. as a member of work group.

17181920

177178179180181182183184185186187188189190191192193194195196197198199200201202203204205206207208209210211212213214215216217218219220221222223224225226227


c. attendance at a meeting of any other organization as a director, trustee, officer or official member of any work group of such organization.Any other excused absence must be approved by the joint decision of the PDA President, the PDA Secretary, or PDA Caucus Chair and Secretary.

F. Partial Reimbursement -

Less than full reimbursement will be based on the following percentages of the delegates’ "Basic Expense.”

Participation on the PDA SoNetPrior to the ADA meeting

All Pre-Meeting Caucuses

First Meeting of the ADA House of Delegates

Reference Committee Meeting (at least two)

PDA Caucus (all day)

Second (15%) and Third (15%) Meetings of the ADA House of Delegates to the end of business

10%

10%

15%

15%

20%

30% 100%

The board reviewed the redline versions the PDA Electronic Business Guidelines and the PDA Executive Session Policy and Procedure, which were provided by legal counsel. Once these documents are approved, they will be added to the PDA Procedures as Appendix K and Appendix L, respectively.

After discussion, the board unanimously approved the amendments to the PDA Electronic Business Guidelines and the PDA Executive Session Policy and Procedures documents provided by legal counsel. See Attachment 1 and Attachment 2 of the minutes for the revised documents.

Resolved: That the PDA Electronic Business Guidelines and the PDA Executive04/19/BT42 Session Policy and Procedures documents be approved as presented.

Fischer Financial PresentationMr. Fred Fischer, President and Senior Portfolio Manager, and Mr. Tom Baldwin, Director of Marketing and Client Services, updated the board on PDA investment accounts. Mr. Fischer stated this report is available every quarter.

Current Market Situation1. Global growth remains positive but is slowing2. The U.S. is in the late cycle growth phase. Short-term risk of a recession is minimal.3. Labor markets continue to tighten causing wages to rise and profit margins to narrow.4. The Federal Reserve has gradually moved from an accommodative monetary policy to neutral.5. GDP growth is the U.S. is expected to slow in the range of 2.1 percent to 2.5 percent. Inflation is

not expected to increase beyond 2 percent during 2019.

21222324

228229230231232233234

235236237238239240241242243244245246247248249250251252253254255256257258259


The Federal Reserve commented that it may be necessary to have multiple interest rates increases in 2019. This caused the stock market to trend down sharply. In January 2019, the Federal Reserve retracted the comment.

Concluding Comments:1. The Fed is expected to increase rates only one time in 2019.2. The Fed is reducing its balance sheet at $50 Billion per month, reversing its previous policy of

monetary easing.3. Headwinds for 2019 include global quantitative tightening, fading impact from corporate tax cuts,

trade policy uncertainty and tariffs, and U.S. fiscal deficit.4. A downturn is expected sometime during 2020.

The board directed that staff upload the quarterly investment report to the board library. A new folder will be created in the board library entitled, “Fischer Financial Investments.” (04/10BTDA07)

Approval of MC and NDCThe board reviewed the proposed appointments to the Membership and New Dentist Committees. Trustees were reminded to appoint volunteers who are committed and will attend meetings.

The board inquired if there was a way to use Google Doodle to have a consensus on meeting dates for the Membership Committee and New Dentist Committee. Meeting dates may also be placed on the new PDA Go app.

The board directed that PDA staff copy the district trustees on the Membership Committee and New Dentist Committee meeting announcements. (04/19BTDA08)

After discussion, the board unanimously approved the appointments to the Membership Committee and the New Dentist Committee as presented.

Resolved: That the 2019-2020 appointments to the Membership Committee04/19BT43 and New Dentist Committee be approved as presented.

District Membership Committee New Dentist Committee

1st VACANT Dr. Sarah KhanDr. Khan will resign in July to attend a pediatric residency program in NY.

2nd Dr. Peter Bullock Dr. Bilal M. Sajid

3rd Dr. Charles Scrimalli Dr. Joellen Drosinski

Dr. Thomas Langan, Jr.

4th VACANT Dr. Kayla Klingensmith

5th Dr. Steven M. Parrett Dr. Peter Alfano

6th VACANT VACANT

7th Dr. Charles Dombrowski Dr. Andrew Jeffers

8th Dr. Theodore Rockwell Dr. Gabriel T. Mancuso

9th Dr. James Mancini Dr. Jacqueline Tuthill

25262728

260261262263264265266267268269270271272273274275276277278279280281282283284285286287288289290291


10th Dr. Michael KorchNew Appointee 4/2019

Dr. Robert HasselbachNew Appointee 4/2019

ADA Consultant: Dr. I Jay FreedmanASDA Member as ConsultantTrustee Liaison: Dr. Dennis ZabelskyStaff Liaison: Mary Donlin

ADA Consultant: Dr. Seth WalbridgeASDA Member as ConsultantTrustee Liaison: Dr. Tom PetraitisStaff Liaison: Michelle Rozman

Dr. Incalcaterra’s AppointmentsDr. Incalcaterra proposed adding American Student Dental Association (ASDA) members to the following PDA committees and the Access to Oral Health Advisory Group. Specific names will be appointed as consultants once Craig McKenzie, ASDA President, forwards names to Dr. Incalcaterra.

Annual Meeting Steering Committee Membership CommitteeDental Benefits Committee New Dentist CommitteeGovernment Relations Committee Access to Oral Health Advisory Group

The ASDA representatives will be reimbursed for travel expenses for in-person meetings. This will be an additional expense as ASDA travel was not included in the 2019 budget.

The board reviewed and unanimously approved all appointments to the PDA committees and advisory groups for the 2019-2020 term.

Resolved: That the appointments to PDA committees and advisory groups for the04/19BT44 2019-2020 term be approved as presented.

Budget Finance and Property CommitteeDr. James A.H. Tauberg, President-elect Dr. Sam Selcher, PDA Treasurer (Chair)Dr. Nancy Rosenthal (2)Dr. Stan Markiewicz (1) - NEWDr. Gary Davis (5)Dr. Thomas Petraitis (8)Dr. Nicole Quezada (6) – NEW waiting on board approval

Bylaws Committee Dr. Peter P. Korch, III (Chair)Dr. Gary Davis, PDA Board Secretary Dr. Stanley Markiewicz (1)Dr. David Schimmel (7)Dr. Dennis Zabelsky (10)

Disciplinary Review CommitteeDr. Charles J. Incalcaterra, PresidentDr. James A.H. Tauberg, President-electDr. Richard Grossman (3)Dr. Stanley Markiewicz (1)Dr. Nancy Rosenthal (2)

Executive CommitteeDr. Charles J. Incalcaterra, President (Chair)Dr. James A.H. Tauberg, President-electDr. Samuel Selcher, PDA Treasurer Dr. Gary Davis, PDA Board SecretaryDr. Nancy Rosenthal (2)Dr. John Coole (6)

Strategic Planning Committee 2019 Dr. Charles J. Incalcaterra, PresidentDr. James A.H. Tauberg, President Elect, ChairDr. James. M. Boyle, III, IPPDr. Andrew Kwasny (9)Dr. Cynthia Schuler (10)Dr. Cary Limberakis (2)Dr. Darlene Oleski (3)Dr. Roopali Kulkarni (1)

PDA Trustee Liaison - Dr. Gary DavisPDA Trustee Liaison - Dr. Marian Wolford

ADA Staff Liaison: Autumn WolferStaff Liaison: Barb Mladenoff

Annual Meeting Steering Committee (AMSC)Dr. Charles J. Incalcaterra, PresidentDr. James A.H. Tauberg, President ElectDr. Lauri A. Passeri, ChairMembers: Dr. Joseph E. Ross (9) Dr. Seth A. Walbridge (2) Dr. Dennis Zabelsky (10) Dr. Sam Selcher, PDA Treasurer Dr. Richard Grossman (3) ASDA member as a consultantTrustee Liaison: Dr. David A. Schimmel (7) Staff Liaison: Rebecca E. Von NiedaStaff Liaison: Ms. Barb Mladenoff

29303132

292293294295296297

298299300301302303

304305306

https://www.padental.org/party.aspx?ID=8396










PADPACDr. Richard J. Clark, III, (2) TreasurerDr. Darleen A. Oleski, (3) MemberTrustee Liaison: Dr. Richard Grossman (3)Staff Liaison: John P. Basial and Marisa Swarney

Council of PresidentsDr. James A.H. Tauberg, ChairMembers: District and Local PresidentsBoard Trustees are listed as observers Staff Liaison: Barb Mladenoff

Dental Benefits Committee Dr. Tad Glossner, New Chair (per Dr. Hamm)

Members: Dr. Scott Aldinger (3) Dr. John L. Alonge Dr. Donald J. Betar, Jr. (7) Dr. April A. Detar (7) Dr. GL Hamm (5) Dr. Rachel Lewin (2) Dr. Andrew W. Zimmerman (7) ASDA member as a consultantADA Consultant: Dr. Cynthia Olenwine Trustee Liaison: Dr. David A. Schwartz (4)Staff Liaison: Marisa S. Swarney & Vince Pinizzotto

Government Relations Committee Dr. Darleen A. Oleski, Chair

Members: Dr. Brice D. Arndt (5) Dr. Brian D. Christian (7) Dr. Bernie P. Dishler (2) Dr. Steven B. Grater (5) Dr. Linda K. Himmelberger (2) Dr. Cynthia Olenwine (3) Dr. William T. Spruill (5) Dr. Bernard J. Wujcik, Jr.(5) ASDA member as a consultant Dr. John Reitz, ADA Consultant (NEW) Ms. Peg Callahan Kuskin, Consultant Trustee Liaison: Dr. Richard R. Grossman (3) Staff Liaisons: Marisa S. Swarney,

Kathleen E. Bumpers John P. Basial

Access to Oral Health Advisory GroupDr. Craig S. Pate, Chair Members:

Dr. Donald J. Betar, Jr. (7)Dr. Kurt S. Dangl (9)Dr. Theresa M. Devine (2)Dr. Bernie P. Dishler (2)Dr. Renee Fennell (1)Dr. Sarah Khan (1) will be leaving in JuneDr. Joseph J. Kohler, III (9)Dr. Karessa Kuntz (10)Dr. Bernadette A. Logan (2)Dr. James Mancini (10) [ADA in 2020]

ASDA member as a consultantADA Consultant: Dr. Alicia Risner-Bauman end of Annual Session – James Mancini coming on. Trustee Liaison: Dr. David Schwartz (4)Staff Member: Kathleen E. BumpersStaff Liaison: Marisa S. Swarney

Communications & PR Advisory GroupDr. Tamara S. Brady, Chair Dr. Stephen T. Radack, III, Editor Dr. Gulia Omene, Associate Editor Members: Dr. April A. Detar (7) Dr. Steven M. Parrett (5) Dr. John V. Reitz (4) Dr. Matthew A. Zale (3)

ADA Consultant: Sam Mansour (9)Trustee Liaison: Dr. Marian S. Wolford (9)Staff Liaisons: Robert Pugliese Michelle Berrones Natalie Owens Barb Mladenoff

Concerned Colleague Advisory GroupDr. Bruce D. Cohen, ChairMembers: Dr. J. Richard Oliver (9) Dr. Lauri Passeri (2) Dr. Matthew A. Zale (3)

Consultant: Ms. Jean Morris, PA Dental Assistant Assoc

Trustee Liaison: Dr. Richard Grossman (3)Staff Liaison: Kathleen Bumpers

Election Advisory Group Dr. William G. Glecos, ChairMembers: Dr. Charles J. Incalcaterra, President Dr. James A.H. Tauberg, President Elect Dr. Ronald K. Heier (2) Dr. Cynthia A. Iseman (7) Dr. Nipa Thakkar (1) Dr. Herbert L. Ray, Jr. (10)Trustee Liaison: Dr. John Coole (6)Staff Liaison: Barb Mladenoff

Environment Issues Advisory Group

Member(s): Dr. Cynthia L. Schuler (10)

Regional Development Task ForceDr. David A. Schimmel, ChairMembers:

33343536


Trustee Liaison: Dr. Marian S. Wolford (9)

Staff Member: Marisa S. SwarneyStaff Liaison: Kathleen E. Bumpers

Dr. Charles J. Incalcaterra, President Dr. James A.H. Tauberg. President-Elect Dr. Frederick S. Johnson (4) Dr. Nipa Thakkar (1) Dr. Seth Walbridge (2)

ADA Staff Liaison: Autumn WolferStaff Liaison: Ms. Barb Mladenoff

COP Alternatives Task ForceDr. James A.H. Tauberg, President-elect/COP ChairMembers:Dr. James M. Boyle, III, (5) IPPDr. Stan Markiewicz (1)Dr. Gary S. Davis (5)Dr. John C. Coole (6)Dr. Renee Fennell (1)Staff Liaison: Ms. Barb MladenoffPDA Website Task Force under COP

Online CE Task ForceMembers: Dr. Matthew A. Zale (3) Dr. James A.H. Tauberg (10) Dr. Jeffery Sameroff (2)

The board unanimously approved Dr. Gary S. Davis as PDA Board Secretary.

Resolved: That Dr. Gary S. Davis (5) serve as Secretary of the PDA for the 04/19BT45 2019-2020 term.

Strategic Planning Committee 2019 (SPC)The Strategic Planning Committee was revamped for 2019. Dr. Tauberg was named chair of the committee and has been working with Ms. Chris Chico and Ms. Autumn Wolfer from ADA Client Services.

The strategic planning committee sent a survey to PDA leaders to identify areas for improvement. The results of the survey are posted in the 2019 Strategic Planning Committee library. The results are currently being compiled into a SWOT Analysis.

Once the SWOT Analysis is completed, a conference call will be arranged for the committee to discuss topics for an in-person meeting. There is a fiscal implication to an in-person meeting to be scheduled for mid 2019. The SPC will then present its results to the board.

Dr. Himmelberger commented that the new ADA strategic plan could be used as a template for the SPC members.

After discussion, the board unanimously approved funding in the amount of $2,100 to hold an in-person strategic planning meeting.

Resolved: That the PDA Board of Trustees approve funding in the amount of $2,100 04/19BT46 for travel expenses for the 2019 Strategic Planning Committee members to

attend an in-person meeting in Harrisburg PA.

PDA CongressThe July 2018 leadership conference was aimed at developing future leaders, and comments from attendees of that conference were positive. To keep the momentum going and to further engage future leaders in face-to-face contact, the concept of a PDA Congress was developed.

The idea is that committees and advisory groups would meet together to review past activities, plan out activities for the remainder of the year, and set three-year measurable (but flexible) goals for the

37383940

307308309310311312313314315316317318319320321322323324325326327328329330331332333334335336337338339340


committees/ advisory groups. This would provide continuity of purpose for the future. The PDA’s strategic plan should guide the decisions of all committees and advisory groups.

The draft agenda was provided to the board but is subject to change.

After discussion the board unanimously voted to approve funding in the amount of $15,000 to hold the PDA Congress.

Resolved: That the Board of Trustees approve funding in the amount of $15,00004/19BT47 to hold a PDA Congress on October 26, 2019.

Funding ADA Annual Membership MeetingThe COP held a conference call on April 2, 2019. During the call, it was suggested that certain PDA members attend the July 2019 ADA Annual Conference on Membership in Chicago. There is currently $1,500 available for members to travel to the ADA meeting.

The COP suggested that the board increase funding to $5,000 so that the following members attend: Chair of the Membership Committee (MC), Vice-Chair of the MC, a member of the New Dentist Committee (NDC), and two Board Trustees, one of which would be the MC liaison.

Ms. Donlin stated that the MC Chair and NDC Chair have funding to attend the meeting. PDA representatives interested in attending include the MC Chair, a representative from the NDC, another MC member and the ADA membership liaison.

The board was reminded that any additional funding to attend the meeting will come out of the reserves account.

Dr. Himmelberger commented that active membership is dropping and it is imperative that PDA engage members.

After discussion, the board unanimously approved additional funding in the amount of $1,500 for attendance at the 2019 ADA Annual Conference on Membership in Chicago, IL.

Resolved: That the PDA Board of Trustees approve an additional $1,500 to allow04/19BT48 one PDA staff member and one additional PDA member to attend the

July 25-26, 2019, ADA Annual Conference on Membership in Chicago.

Regional Development Task Force (RDTF)Dr. Schimmel provided the timeline as developed by Ms. Autumn Wolfer. However, the timeline will be somewhat delayed due to difficulty in scheduling. The RDTF is currently working on the Gap Analysis to determine if districts and locals are meeting the performance requirements.

Dr. Schimmel informed the board that there has been no mention about consolidating any district/local funds. To reassure the Council of Presidents (COP), Dr. Schimmel will attend the COP meeting at the PDM.

41424344

341342343344345346347

348349350351352353354355356357358359360361362363364365366367368369370371

372373374375376377378379380381382383384


Unfilled Alternate Delegate PositionsDr. Markiewicz inquired if the board needs to approve a replacement due to a vacancy on the delegate list. The current process when someone withdrawals from the delegation is to have the next person on the list move up one position. Currently, all positions are filled.

ADA Alternate Delegate FundingThe board discussed the possibility of alternate delegates withdrawing due to a lack of funding. The board was asked to consider increasing funding for non-paid alternate delegates for 2019 and funding for all delegates and alternate delegates beginning in 2020.

Costs are calculated based on the meeting location, airfare, lodging, meals, etc., for all sixteen delegates and four alternate delegates. The ADA allows PDA to bring an equal number of alternate delegates to the ADA Annual Session. Non-funded alternate delegates have the option to request funding from the home district and local. Districts should be encouraged to provide funding for alternates.

The board discussed the need for additional delegates and the cost effectiveness of additional spending on non-PDA issues.

After discussion, the board defeated the resolution by a vote of 2-7-1 to fund the entire 32-member delegation to the 2019 ADA Annual Session in San Francisco, CA.

Resolved: That the PDA Board of Trustees approve additional funding in the amount up to $22,800 to fund all 32 members of the PDA delegation to the 2019 ADA Annual Session.

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

The board discussed that beginning in 2020 and beyond, that funding be provided at 100 percent of basic expense for the entire 32-member delegation to attend the ADA annual session.

The board defeated the resolution by a vote of 2-8 to fund the entire PDA delegation at 100 percent of basic expense to attend the ADA annual session in 2020 and beyond.

Resolved: That beginning in 2020, the PDA Board of Trustees fund at 100 percent of “basic expense” all delegates and alternate delegates to attend the ADA Annual Session.

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

PDA Central Office The board was informed that the PDA Central Office will require several repairs. There is water damage, mold issues, and drywall repairs that need to be addressed. A licensed contractor will do a cursory inspection of the building to determine any hidden damage. Once the issue is diagnosed, an estimate for repairs will be submitted.

In addition, a terracotta storm-drain pipe needs to be replaced due to tree-root damage. A preliminary bid of $11,000 was submitted to inspect/repair the storm-drain pipe and replant a replacement tree. The repair costs will come from the depreciation reserve account, which currently totals $667,866.

After discussion, the board unanimously voted to approve funding up to $25,000 for storm-drain repairs and to plant a replacement tree.

45464748

385386387388389390391392393394395396397398399400401402403404405406407408409410411412413414415416417418419420421422423424425426427428429430431432433434


Resolved: That the Board of Trustees approve funding up to $25,000 from the depreciation 04/19BT49 reserve account to cover the initial inspection and repairs to the storm drain and

tree replacement.

PDA WebsiteDr. Markiewicz stated several concerns regarding the PDA website. Currently, when a user clicks on the Dental Benefits Committee webpage, a message “Access Denied” appears.

The COP organized a task force to review the PDA website headed by Dr. Dave Larson. Dr. Larson has submitted a report and offered a number of questions for the board to consider.

The board directed that the Communications Department in conjunction with the Communications and PR Advisory Group review the PDA Website task force report and address the issues listed. (04/19BTDA09)

iMIS RenewalDr. Zale stated concerns that Aptify does not offer the following PDA core demands: four-tier dues billing, online voting, social network, website integration for committees/advisory groups, text messaging-mobile app, or affordable online CE.

Mr. Peter Bradley from the ADA has 10 staff people, but only two staffers are available to support Aptify software issues.

Dr. Zale listed several additional concerns for consideration and encouraged the board to renew the iMIS software agreement in the amount of $57,000 for a three-year period.

Differences in ADA/PDA databases ensure “glitches” will occur in member records. Deceased members are still listed in Aptify.

Aptify won’t support many current features including: PDA Placement service, online dental clinic directory, committee rosters and event listing.

ADA hasn’t addressed if Aptify’s accounting reports will adequately address the needs for PDA audits.

ADA recommends that states discontinue collecting prepayment coupons as this is a manual, labor-intensive process. This is an important payment option for PDA members because approximately 30 percent of members use it.

Dr. Himmelberger stated that Pennsylvania is the only state association not on Aptify and that makes PDA vulnerable. The ADA will work with PDA to develop a platform that meets PDA requirements.

The board discussed the iMIS contract that expires in September 2019. The minimum renewal period is for one year. PDA will receive a five percent discount with a three-year renewal. PDA will need to notify iMIS sometime in July on renewal plans.

Several board members stated concerns over a lack of technical knowledge to determine which is the better platform, Aptify or iMIS. The board discussed forming a task force staffed with software knowledgeable people to research the top software platforms.

The board voted 7-3 to renew iMIS for one year and establish a task force to research various software platforms.

Resolved: That PDA approve a one-year renewal of the iMIS contract and establish a

49505152

435436437438439440441442443444445446447448449450451452453454455456457458459460461462463464465466467468469470471472473474475476477478479480481482483484


04/19BT50 software platform task force staffed with software knowledgeable people to evaluate the current software platform or other software platforms that meet PDA requirements. The task force is to report back to the board by its January17-18, 2020, board meeting with recommendations including advantages and disadvantages of each platform.

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

PDA Strategies on Mid-level ProvidersDr. Zale provided the dental laws from several other states related to mid-level providers. Dr. Zale asked the board to reconsider the resources spent on pushing forward on assignment of benefits (AOB) legislation and had concerns on key words in the Government Relations Committee report relating to assignment of benefits, such as “challenging meeting, Inconsistencies.”

Dr. Boyle explained that the PDA has agreed to not ask for payment upfront if assignment of benefits legislation is approved. This helped clear up the staffer’s confusion. The Government Relations Committee has been advised to pursue the AOB legislation.

Dr. Zale voiced concerns regarding liability issues if a referred patient does not go back to a dentist after being seen by a public health dental hygienist. It was suggested that PDA develop some strategies on referrals and follow- up appointments once a patient receives a cleaning. In other states, dentists with agreements with public health dental hygienist practitioner (PHDHP) or a dental hygienist advanced therapist (DHAT) are held liable if patients develop complications.

There is a Pennsylvania law that allows dental hygienists to practice independently in prisons and federally qualified health centers. The scope of practice allows for hygienists to apply sealants, fluoride, and conduct screenings. One of the provisions of the law states the hygienists can request additional sites only through the Pennsylvania State Board of Dentistry. Dr. Boyle stated that the Pennsylvania Dental Hygienists Association (PDHA) is not interested in pursuing independent hygiene practice. PDHA is interested in finding dental homes for the underserved citizens of the Commonwealth.

The PDA Congress can address the mid-level provider issue at its October 2019 conference.

2017 Kwasny ADA President-elect CampaignThere was an inquiry on the seed money and contributions for the 2017 Kwasny Campaign for ADA President-elect, and if PDA has received any reimbursement. The board was informed that the seed money is a contribution and not a loan. PDA staff researched the issue for the last 15 years and has never received a reimbursement.

Dr. Selcher informed the board that PDA set aside a $50,000 contribution for Dr. Kwasny’s campaign. The candidate must request funding approval from the Board of Trustees. Candidates for ADA President-elect are to prioritize the use of funds for the campaign first using private donations and then donations from PDA districts and locals. The objective is to use other donations first and PDA funds last.

Mr. Robert Yarosh informed the board that only $10,000 of seed money was used by the 2017 Kwasny campaign. The rest of the expenditures were charged to funds the campaign raised through private donations.

53545556

485486487488489490491492493494495496497498499500501502503504505506507508509510511512513514515516517518519520521522523524525526527528529530531532533


The board directed that Mr. Yarosh provide the board with a complete history of PDA money spent on the 2017 Kwasny campaign for ADA President-elect. The information will be posted on the board’s social network. (04/19BTDA10)

Bylaws Amendment on ADA Trustee ReplacementThe board discussed the next steps if an ADA trustee cannot fulfill their term of office. Currently, the ADA president appoints a substitute ADA trustee as per the ADA bylaws. The state association is allowed to make a recommendation to the ADA president.

The current PDA Bylaws does not provide language on how to make a recommendation to the ADA president.

The board discussed the suggestion from Dr. Boyle that the PDA president and the two most recent ADA Trustees forward a recommendation to the ADA.

The board discussed a motion that once the PDA president and the two most recent ADA trustees have chosen a possible substitute, the PDA board must approve the recommendation. The board was concerned with the time crunch and the potential for a complex voting process. The board defeated the motion by a vote of 4-6.

Resolve: That the PDA President and the two most recent ADA trustees will forward a recommendation to the ADA President once the PDA Board of Trustees ratifies the recommended replacement.

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

The board then voted on the motion that the PDA president and the two most recent ADA Trustees forward a recommendation to the ADA president. After discussion, the board voted 8-2 to approve the motion and add it to the PDA Bylaws.

Resolved: That the PDA President and the two most recent ADA Trustees will select a 04/19BT51 substitute trustee for the ADA Third District and forward the recommendation to

the ADA President.(YES: 2, 3, 4, 5, 6, 7, 8, 9) (NO: 1, 10)

As advised by legal counsel, the following will be added to the PDA Bylaws as Article 7.3.8:

7.3.8 In the event of a vacancy in the position of ADA Trustee , the PDA President and the two most recent ADA Trustees will select a substitute trustee for the ADA Third District and forward the recommendation to the ADA President.

Executive SessionThe board entered into executive session at 3:32 p.m. The meeting reconvened at 4:40 p.m. with no resolutions or directed actions reported.

Clowder App DemoMs. Donllin demonstrated the new PDA Go app. PDA Go is now available thru Google Play and the Apple Store. Staff is in the process of uploading additional content to the app. Staff is looking for input on additional content and volunteers to serve as app influencers.

PDA leaders are encouraged to download the new app and show the PDA Go video at all district/local meetings. Ms. Donlin will forward the link for the video to the trustees.

57585960

534535536537538539540541542543544545546547548549550551552553554555556557558559560561562563564565566567568569570571572573574575576577578579580581582583


The board directed that all PDA committees and advisory groups list the PDA Go app on meeting agendas and develop ideas for use of the app. (04/19BTDA11)

Executive SessionThe board entered into a second executive session at 4:47 p.m. The meeting reconvened at 5:20 p.m. with no resolutions or directed actions reported.

AdjournmentThe meeting adjourned at 5:25p.m.

61626364

584585586587588589590591592593594


Attachment 1Appendix K

Electronic Business Guidelines(Approved 04/09BT26)(Amended 04/19BT42)

The Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “NPCL”) and the fundamentals of parliamentary procedure are designed to protect the rights of members of a deliberative body. The Pennsylvania Dental Association has adopted a set of bylaws and accepted The Standard Code of Parliamentary Procedure (“TSC”), 5th Edition (2012)1 as the guidelines for such deliberative bodies within the organization. Where the bylaws are silent on a procedural issue the organization is to follow NPCL, and where the NPCL is also silent, the organization is to follow the rules set by TSC. The PDA bylaws allow for electronic business to be conducted in certain circumstances but offer no specifics as to rules guiding this e-business. In the absence of specific bylaw language the PDA must therefore default to the NPCL and the principals of TSC.

Section 5708 of the NPCL provides in pertinent part:

One or more persons may participate in a meeting of . . . the board of directors . . . of a nonprofit corporation by means of conference telephone or other electronic technology by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.The presence or participation, including voting and taking other action, at a meeting of members, or the expression of consent or dissent to corporate action, by a member by conference telephone or other electronic means, including, without limitation, the Internet, shall constitute the presence of, or vote or action by, or consent or dissent of the member for the purposes of this subpart.

In chapter two of TSC provides that “The purpose of parliamentary procedure is to facilitate the orderly transaction of business and to promote cooperation and harmony.” outlines the fundamental principles of parliamentary procedure. These principals include:

1. All members have equal rights, privileges, and obligations.2. The majority vote decides.3. The rights of the minority must be protected.4. Full and free discussion of every proposition presented for decision is an established right of

members.5. Every member has the right to know the meaning of the question before the assembly and

what its effect will be.6. All meetings must be characterized by fairness and by good faith.

To achieve these basic principles of parliamentary procedure a meeting must be called in order to entertain a motion and have informed debate.

The PDA bylaws do not required a notice period for the call of a regular meeting of the BOT. (See bylaws section 8.3.1). A special meeting of the Board may be called with at least ten days’ notice provided to each Board member. (See bylaws section 8.3.2). Both of these provisions are consistent

1 Original title: Sturgis’ Standard Code of Parliamentary Procedure

65666768

69


with Section 5703 of the NPCL. A meeting held via conference call or other electronic technology whereby all of the participants can hear each other may be either a regular meeting or a special meeting under the bylaws. In addition, section 8.3.3 of the bylaws provides that actions of the Trustees may be taken by unanimous written consent.

\As required by section 8.3.3 of the bylaws and Section 5727 of the NPCL, a quorum must be present for the transaction of business at a meeting of the BOT. The quorum for a BOT meeting is a majority of voting members. (See section 8.3.4 of the bylaws.)

There must be a mechanism to establish a quorum in the all meetings. The resolution and debate/discussion phase of an in-person meeting takes place once a quorum is established. This may need to be handled differently for teleconference meetings. The right to conduct discussion and debate among all members of the deliberative body must be protected. While the quorum only counts the voting Trustees, section 9.1.1 of the bylaws provides that the PDA president, president-elect and treasurer are also members of the BOT. The right to discuss an issue should be protected for all.

In addition to the BOT, other groups of PDA members will meet to deliberate issues. Advisory Groups and committees may conduct electronic or telephonic meetings to achieve their stated purpose. (See bylaws section 9.1.14)2. Special committees and task forces may be created by the BOT for the purpose of perfuming duties not otherwise assigned by the bylaws. (See bylaws section 9.11.1.) Neither the bylaws nor the NPCL address the need for a quorum for the conduct of business by an Advisory Group or committee. TSC chapter 15 (pg. 147) provides that where the bylaws and state law is silent for a committee3, the quorum is a majority of the members of the committee.

Electronic Meeting Guidelines for the Councils, Committees and Task Forces

For the sake of simplicity, the term “committee” shall be used in this Section to refer to all committees of the BOT, advisory groups, task forces, councils and special committees.Electronic/telephonic call to meeting by the chairman: 10 days notice. The Chair will act as the presiding officer and moderator of the e-meeting or telephonic call.

E-meetingAll e-meeting forums will be called for the consideration of a single resolution in addition to acceptance of a report(s) that carry no resolutions. The call to meeting will include background information about the issue to be decided, the period of debate and discussion, and the voting period to follow the debate/discussion period.

If not otherwise specified, and except as provided herein, the debate/discussion period for an e-meeting will be 5-10 days if done on e-communities forum and the presiding officer will be the chairman. In addition, if not otherwise specified, the voting period will last 24-48 hours as determined by the chairman.

A quorum (i.e. majority) shall be established in an e-meeting where (i) the total votes received equal or exceed a majority of the members of the committee or (ii) where at least a majority of the members of the committee have made at least one post on the discussion thread.

2 The Council of Presidents operates in fashion similar to that of committees and advisory groups. See bylaws section 9.12, et. seq.3 For purposes of this procedure, where TSC is consulted with respect to committees, the same rules shall be applied to committees of the BOT, advisory groups, task forces, councils and special committees.

70717273

74757677


Simple yes/no votes can be taken without a debate period via email or immediate forum votes. Simple votes will be done at the discretion of chair but should be limited to "straw polls", yes/no decisions on reports, and uncontested committee decisions. Notwithstanding the foregoing, any member of the committee has the right to request a debate/discussion period prior to any simple vote. This ability to request debate protects the right of non-voting members to be heard on an issue.

Telephonic meetingsTelephone conference calls will be given the same notice for a call to meeting but once a quorum is established the meeting can proceed with discussion/debate and immediate votes. A quorum shall be established by roll call. Telephone conference calls can consider multiple issues but all issues must be included in an agenda provided in the notice of the meeting. The votes can be taken by roll call or general consent.

Electronic Meeting Guidelines for the BOT

The President may call a special meeting of the BOT on the request of three (3) board members with at least ten days advance notice (See bylaws section 8.3.2.) The bylaws are silent as to the waiver of notice of a meeting. Section 5705 of the NPCL provides that attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

E-MeetingsFor a vote of the BOT via an e-meeting to be considered as official action of the BOT taken at a special meeting, the vote attained must be the unanimous consent of all voting Trustees. Any vote that is less than a unanimous consent (provided a quorum has been established) shall be ratified at the next regular meeting of the BOT. A quorum (i.e. majority) shall be established in an e-meeting where (i) the total votes received equal or exceed a majority of the members of the committee or (ii) where at least a majority of the members of the committee have made at least one post on the discussion thread.

If a matter is urgent, a telephonic special meeting should be called in accordance with the bylaws as action may be taken provided that a quorum of the voting Trustees are present on the call and unanimous consent is not required.

The notice of the meeting shall include background information about the issue to be decided, the period of debate and discussion, and the voting period to follow the debate/discussion period. The President will act as the moderator of the forum discussion. The function of the moderator will be to monitor the communication, summarize the discussion at the end of the debate period, restate the resolution as needed, and report the outcome of a resolution or proposed action to the BOT.

Simple yes/no votes can be taken without a debate period via email or immediate forum votes. Simple votes will be done at the discretion of chair but should be limited to "straw polls"; yes/no decision on reports and uncontested BOT decisions/directed actions. Anytime the BOT is establishing interim policy for the PDA, a meeting will be called and a discussion period will be set. Any member of the PDA BOT has the right request a debate/discussion period prior to the vote. This ability to request debate protects the right of non-voting members to be heard on an issue.

All e-community forums will be conducted for consideration of a single resolution in addition to acceptance of a report(s) that carry no resolutions. When additional relevant/germane issues arise

78798081


from the debate a new thread of discussion will be established by the moderator. New threads of discussion will be reported as separate items of business with separate voting.

The President shall determine the debate/discussion and voting period depending upon the urgency of the issue.

Telephonic special meetingsTelephone conference calls will be given the same notice for a call to meeting but once a quorum is established the meeting can proceed with discussion/debate and immediate votes. A quorum shall be established by roll call. No business may be considered at a special meeting except as provided in the notice unless unanimous consent is obtained from the voting Trustees present at the meeting. (See bylaws section 8.3.2). Vote may be taken by roll call or general consent.

Electronic Business Guidelines Reporting

All votes that occur electronically will be reported, numbered and placed on the agenda of the next BOT meeting so that these votes become part of the BOT minutes.

Meeting Bodyand electronic

mechanism

Who calls meeting/

Moderator

Meeting call time

frame

Number of resolutions

DebatePeriod

Votingperiod

Quorumestablished

Committees/ advisory groups/ councils and

task forcesForum

Chair/Chair

10 days Single; GermaneIssues start a new

discussion/resolution

5-10 24-48 hours

Minimum number of votes or equal or exceed majority of

members or

At least a majority of members post at

least once

Committees/ advisory groups/ councils and

task forcesTeleconference

Chair/Chair

10 days unless

waived by attendance

multiple immediate Immediate by roll call or general consent

Roll call

BOTForum

President/President

Set by issue

Single; GermaneIssues start a new

discussion/resolution

Set by issue Set by issue

Minimum number of votes or equal or exceed majority of

members or

At least a majority of members post at

least once

BOTTeleconference

President/

President

10 days unless

waived by attendance

As provided in Notice; additional with unanimous

consent of attendees

immediate Immediate by roll call or general consent

Roll call

82838485


Attachment 2

Appendix L

EXECUTIVE SESSIONPOLICY AND PROCEDURES

PENNSYLVANIA DENTAL ASSOCIATION(Approved 04/16BT59)(Amended 04/19BT42)

The Pennsylvania Dental Association (“PDA”) Board of Trustees and Officers recognize the importance of keeping membership informed as to the status of the PDA and further maintaining transparency to the fullest extent possible to maintain the trust of the membership in the actions and directions guided by the Board of Trustees and Officers. However, it is also readily recognized that for the benefit of the PDA, the Board of Trustees and Officers need the opportunity at certain appropriate times to conduct Executive Sessions in which they can have free and open discussion of particular issues that require confidentiality, or that due to their sensitive nature, the dissemination of information outside of the Board of Trustees and Officers could be harmful to the PDA. Examples of items that would best be examined during an Executive Session include, but are not limited to, litigation matters; personnel discussions, compensation decisions and/or major items dealing with the future purpose and direction of the PDA

Historically, the Board of Trustees has held in-person Executive Sessions to address such matters. However, there have never been any formal policies or procedures governing the calling or conducting of such sessions.

This policy has been adopted to govern the Board of Trustees and Officers in holding Executive Sessions. In considering the need for an Executive Session, two main principles should be considered. First, in order to be effective, an Executive Session must allow open and frank communication. Second, to foster such an open and frank discussion and protect the best interests of the PDA, the discussions and deliberations must be maintained in the strictest confidence.

1. CALLING OF AN EXECUTIVE SESSIONAbsent a request made at, or in anticipation of, a regular meeting of the Board of Trustees, an Executive Session can be called consistent with the PDA Bylaws regarding special meetings.

2. ATTENDEES DURING AN EXECUTIVE SESSIONThe normal attendees for an Executive Session shall consist of only the Officers and Trustees of the PDA. Other individuals can be invited to participate as long as they hold some special knowledge or expertise that will facilitate the Executive Session and further they agree to adhere to the policy and procedures set forth herein specifically including maintaining the confidentiality of all matters discussed or information disclosed during the session.

3. FORUM FOR AN EXECUTIVE SESSIONGiven the sensitivity of the matters discussed during an Executive Session and the need for efficient effective communication, if timing of the issue presented does not require more immediate attention, all Executive Sessions shall be held in person in conjunction with a regularly-scheduled Board of Trustee meeting.

86878889


If timing will not allow holding the Executive Session at the next regularly-scheduled Board of Trustees meeting, an Executive Session may be conducted telephonically.

4. MEETING PROCEDURESa. There shall be no electronic recording made of any of the discussions or deliberations during an

Executive Session.

b. Any materials disseminated during an in-person Executive Session shall be given to the President prior to the ending of the Executive Session for his or her disposal by either destruction or providing the same in a sealed envelope to legal counsel for the PDA.

c. If materials were disseminated in anticipation of a telephonic Executive Session, each participant shall destroy all such material (and any copies) immediately after the Executive Session.

d. Unless directed by the President, there shall not be any specific minutes taken of an Executive Session. If the President does direct the taking of minutes, they shall be taken by the secretary of the Board, or in his or her absence, by a Trustee designated by the President. Prior to adjourning the Executive Session, the individual taking the minutes shall disseminate a draft of the same to the rest of the participants of the Session for their immediate review and approval. Upon receiving approval of the minutes by a majority of the Board of Trustees, the individual taking the minutes shall place them in a sealed envelope and write on its exterior “Minutes of Executive Session Conducted on _________.” The envelope shall be forwarded to legal counsel for the PDA.

e. In the event the Board of Trustees elects to take any formal action during the Executive Session, the action taken shall be reported during the reconvening of the regular or special Board of Trustees meeting, as the case may be.

f. Each participant to an Executive Session agrees to maintain in the strictest confidence all communications, discussions and materials reviewed during any Executive Session. This provision requires that every participant in an Executive Session is precluded from reporting/conveying or summarizing to any other individual the nature or content of any communications, discussions or materials reviewed during the Executive Session. This provision is intended to be as broad as possible so as to completely eliminate any participant’s disclosure of any information pertaining to the communications that occurred during the Executive Session. The only exceptions to this complete bar to any disclosure, is if such disclosure is mandated pursuant to an Order of Court having jurisdiction over such disclosure or the disclosure is to inform an individual entitled to participate in the Executive Session but did not do so (such absent participant shall not further disclose the information provided to them). Should any participant receive a request to disclose information related to an Executive Session, the participant shall tell the requestor of such information they are prohibited from making any such disclosure and the participant shall immediately notify legal counsel of the PDA of the request.

5. PENALTIESAny violation of the above enumerated procedures set forth in Section 4 shall constitute a violation of a policy adopted by the PDA, as set forth in the PDA Bylaws governing disciplinary procedures. Upon a determination by a preponderance of the evidence by a majority of the Disciplinary Review Board that such a violation did, in fact, occur, the individual committing the violation shall be immediately expelled from their position. Any individual so expelled shall be afforded the rights of appeal set forth in the Section 12.4 of the PDA Bylaws.

6. REVIEW AND ACKNOWLEDGEMENTPrior to participation in any Executive Session, every Trustee and Officer shall review this policy and execute an acknowledgement that they have, in fact, read the policy, understood its terms and content, and further agree to the disciplinary penalties upon a determination of a violation. The

90919293


execution of the acknowledgement shall be sufficient to cover all Executive Sessions conducted during the individual’s tenure on the Board of Trustees or as an Officer.

ACKNOWLEDGEMENT

I, ________________________, hereby acknowledge that I have thoroughly reviewed and understand the Executive Session Policy and Procedures of the Pennsylvania Dental Association (“Policy and Procedures”). My execution of this Acknowledgement evidences my voluntary decision to adhere to and follow the Policy and Procedures and further agree to my expulsion from my position in the event it is determined, as set forth in the Policy and Procedures, that I have committed a violation, whether knowingly or unknowingly, of the Policy and Procedures.

This Acknowledgement shall continue in full force and effect as long as I serve as either a Trustee or Officer of the PDA.

Signature Date

Witness

94959697