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WASHINGTON STATE SOCIETY
FOR HEALTHCARE ENGINEERING

BOARD MEETING
RODEO CITY BAR B Q
ELLENSBURG, WA
AUGUST 3, 2007

MINUTES

PRESENT:
Gregg Bergstrom, Don Rainey, Jim Mead, Dee Tiedemann, Tom Pitts, President Steve Grose, Heather Warner, Philip Kercher, Geoff Glass, Mike Kelly, Mike Chitwood, Ray Tiedemann, Russ Kent.

ABSENT:
Mike Dodson

CALL TO ORDER:
The President Steve Grose called the meeting to order at 11:45 AM

*Prior to the call to order, Steve Grose thanked all members for attending and announced that Mike Dodson was unable to attend but asked Russ Kent, PS Chapter President-Elect, to attend in his place. Ray Tiedemann read an excerpt from The Washington State Non-Profit Handbook that states: Proxy Voting “An individual serving on the board of a nonprofit corporation does so as a personal commitment. Directors of nonprofit corporations cannot appear by proxy or give their proxy to another director. Nonprofit directors must be present to listen to the discussion, consider each resolution, and act based upon their judgment”. Some members were confused because our bylaws state we can have two alternates. Dee Tiedemann stated that alternates can still be present at the meetings, but they may not vote. Jim Mead asked who was a voting member to please raise your hands. There are a total of 8 voting members which makes a quorum.*

APPROVAL OF MINUTES:
Jim Mead expressed some confusion about what he may or may not have stated in the previous minutes. Mike Kelly made a motion to approve the minutes. Philip Kercher seconded the motion. Motion to approve was passed unanimously.

TREASURERS REPORT:
Dee Tiedemann stated that the balance in the checking account was $15,334.05. Dee passed the bank statement to each board member and asked that they initial that they had reviewed it. Steve Grose asked about the $750.00 entry on the quarterly report. Dee Tiedemann said that it was a scholarship award that was paid out. Steve asked if that should be reported on another form. Dee stated that it appears on the quarterly report because it is money in and money out of the account. Steve asked if this was co-mingling of funds. Ray Tiedemann reported that we could have a separate account for the scholarship fund however it isn’t necessary because the funds are deposited from the scholarship account and immediately paid out to the recipient therefore it is not co-mingling of funds. Mike Chitwood asked why the ending balance on the bank account statement did not match the ending balance on the quarterly report. Dee Tiedemann explained that in balancing the account, all checks that haven’t cleared are deducted from the balance. The back of the bank statement has the exact calculations. Dee passed the bank statement back around the room for the board members to initial once they understood and reviewed it. Steve Grose stated that the Semi-Annual financial report shows a total of $4,225.00 not yet collected and asked that the names be released and the chapters are to contact their members for the payments. Jim Mead requested the names of the coordinators are so we know who committed the money. Steve said the report shows a possible net of $8,824 but at this time we actually have a loss of $400 on the Semi-Annual.

CONFERENCE UPDATE:
BROCHURE: Dee passed out the copies of the brochure for the Spouse Event. The Conference Brochures were emailed to all members last night.

VENDOR SHOW: Heather Warner stated that we have 70 booths pretty much confirmed and 3 more that are interested and she thinks we will take them on. Steve stated that we are shooting for a total of 77 booths, this is the maximum occupancy.

ASHE: Steve said that ASHE asked WSSHE to find a Hospital willing to involve themselves to beta test E2C program. He would like to set up a booth at conference to see if any hospitals are interested. Steve will write a proposal for the board and have it by 8/22/07.

SPONSORSHIPS: All sponsorships taken except for one lunch and the bowling lanes. If we don’t get sponsorships we will not be able to continue holding conferences at the going rates. The board discussed increasing the rates to help with the costs. Steve mentioned that since the chapters all are set well financially, they may all have to kick in $1,000 to help cover expenses.

FALL BACK SPEAKER: Ray Tiedemann has someone lined up but Steve is suggesting someone from Wachovia to discuss retirement plans and options.

2010 & 2012 SPOKANE CONFERENCE:
Philip Kercher has secured the facilities with costs the same as this year and with a 15% increase on room rates. They require a down payment by the end of August in the amount of $1,200 a year for a total of $2,400.00. The dates for 2010 are Sept. 21-24. The dates for 2012 are the first week of Oct. The board discussed having a four State conference. A motion was made to form an exploratory committee to pursue a multiple state conference and sponsorships for such an event. Steve said he would follow this idea until it was completed. Mike Kelly seconded the motion. Motion Passed. A discussion followed regarding hunting season being in the middle of the conference. Steve said he wanted it on the record that “Hunting Season is not a dirty word”.

ASHE CONFERENCE UPDATE
Don Rainey asked for an update on the ASHE Conference and Tom Pitts commented that what happens in New Orleans stays in New Orleans.

AUDIO/VISUAL EQUIPMENT
Dee stated that someone had asked Keith to provide information on this type of equipment for WSSHE so we didn’t have to rent it at each conference. The cost of this equipment is approx. $1,200.00. A board discussion took place and some members question the need for this purchase. Dee stated that she would forward the information to each board member for their review and a discussion will take place at a later date.

SCHOLARSHIP UPDATE:
Ray Tiedemann announced that 3 members sent in their information and we paid all 3 scholarships. Scholarship fund sits at $65,268.04. Peter Reitman revised the portfolio to yield us a higher percentage of profit. A discussion took place regarding our portfolio and it was decided that Ray would invite Peter to our next board meeting for a portfolio review and a question and answer session.

PROPOSAL FOR CHAPTERS TO COLLECT DUES AND REGISTRATIONS:
Jim Mead expresses his frustration in waiting for his dues, registrations and rosters and doubts any of them are current. Steve will call various members of the board to help resolve the secretary/treasurers responsibilities since Dee is leaving.

BYLAWS REVISION:
Mike Kelly made a motion to go page by page to reconcile the bylaws for board approval. Mike Chitwood seconded the motion. Motion Passed.

Article 1 - In section 2 it was proposed that “hospital” be replaced with “Healthcare”. Phil Kercher made the comment that “Healthcare” is actually two words and we use it as one in our name. He wanted to make us all aware that it is two words. It was agreed that we change this to read “Healthcare”.

Article II, Section 1 – Jim Mead made the suggestion that we replace the title from “Chapters” and replace it with “Society”. After a brief discussion, it was voted unanimously to keep it as “Chapters”. Jim Mead made a suggestion to remove “full” member and replace it with “Active” member. After a discussion, Mike Kelly made the motion to keep it “Full” member. Motion Passed.

Article II, Section 4 - Honorary Members
Jim Mead made the motion that in Article II, Section 4 he would like to replace “Honorary members may participate in meetings of the chapters and general membership and shall have the same privileges as an “Active” member to read “Associate Member”. Motion Passed.

Article II, Section 5 - Dues
It was suggested that this should read “The State Board of Directors” shall establish annual dues for Full members and Associate members of the Society, instead of “Chapters”. A motion was made to make the change. Motion Passed.

Article III, Section 3 – Secretary/Treasurer
It was suggested to remove the last sentence “A current membership list will be provided to the Washington State Hospital Association on a yearly basis”. Dee stated that when she contacted the Washington State Hospital Association, they were not interested in receiving this information from us. It was unanimously approved by the board that we remove this from the bylaws.

Article V – Standing Committees
Section 1.- It was suggested to add the following: “There shall be standing committees and task forces as may be established and appointed by the President and approved by the State Board of Directors. All of the Society’s committees and task forces shall be composed of the Society’s membership. The President may establish or amend the committees or task forces during his term of office.” It was approved by the board to add this to section one.

Article VI – Amendments Section 1.
It was suggested to remove the sentence, “ The Washington State Hospital Association will be provided with a copy of the current bylaws”. The board approved to remove this from section one.

Article VIII – Dissolution Section 1.
It was suggested that it be changed from “Upon and affirmative dissolution vote, the Board of Directors shall assure that all fund balances of the Society are donated to the Washington State Hospital Association” to now read “Upon and affirmative dissolution vote, the Board of Directors shall assure that all fund balances of the Society are donated to the American Society for Healthcare Engineering”. The board approved this change.

Article VII – Powers Section 1.
It was suggested to add this article to the bylaws. Section one to read as follows:

“All Chapters policies and procedures shall be created and/or reviewed by the Society’s Bylaws/Policy and Procedures Committee and approved by the State Board of Directors. All Chapter members, Officers, Directors and staff shall adhere to these policies and procedures”. After a discussion Mike Kelly made a motion to approve the above addition to the bylaws. Mike Chitwood seconded the motion. Motion Passed.

Pete Peterson Scholarship Fund
Steve stated that they had a meeting with a Non-Profit attorney. The report from the attorney was sent to all Board Members. The attorney concluded the following:

The scholarship that was set up was set up legally. It is a separate entity from WSSHE. WSSHE has no responsibility to report activities for this fund.

The Pete Peterson Scholarship fund does not have to report any activities to WSSHE however, Steve Grose stated that the bylaws should be amended to include reporting to the State Board.

WSSHE Legal Representation
Steve stated that the Non-Profit attorney has offered his services if WSSHE would like to retain him. Steve suggested that the bylaws revisions be sent to the attorney to review. Dee stated that we have access to some legal information from the Insurance Company. After a brief discussion it was decided that Gregg Bergstrom would contact the Insurance Company to find out what legal advise WSSHE would receive from them before retaining the Non-Profit attorney.

State Secretary/Treasurer’s Position
After a discussion regarding the Secretary/Treasurer’s position, it was decided that the Chapters would divide the work. Steve stated that he would contact various members of the board to decide what responsibilities each Chapter would take and it would be reported at the next board meeting.

NEXT MEETING
The next meeting will be held in Yakima on September 18th, 2007 at 3 PM.

ADJOURNMENT
There being no further business the meeting adjourned at 4:40 PM.