WASHINGTON STATE SOCIETY
FOR HEALTHCARE ENGINEERING
RODEO CITY BAR B Q
AUGUST 3, 2007
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.
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.
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.
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
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.
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.
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
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
“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.
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
The scholarship that was set up was set up legally. It is a separate entity from
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.
The next meeting will be held in Yakima on September 18th, 2007 at 3 PM.
There being no further business the meeting adjourned at 4:40 PM.