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AAD - July 2006

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AAD - July 2006

  1. 1. AAD - July 2006 AMERICAN ACADEMY OF DERMATOLOGY BOARD OF DIRECTORS MEETING SAN DIEGO, CA July 29, 2006 Present: Stephen P. Stone, MD, FAAD, President Diane R. Baker, MD, FAAD, President-Elect Henry W. Lim, MD, FAAD, Vice President-Elect David M. Pariser MD, FAAD, Secretary-Treasurer Mary E. Maloney, MD, FAAD, Assistant Secretary-Treasurer Clay J. Cockerell, MD, FAAD, Immediate Past President Ronald S. Davis, MD, FAAD Luis A. Diaz, MD, FAAD Daniel M. Siegel, MD, FAAD Lawrence F. Eichenfield, MD, FAAD William D. James, MD, FAAD Michael D. Tharp, MD, FAAD Susan H. Weinkle, MD, FAAD Jean L. Bolognia, MD, FAAD Hubert T. Greenway, MD, FAAD Andrew P. Lazar, MD, FAAD Timothy G. Berger, MD, FAAD Harold J. Brody, MD, FAAD James O. Ertle, MD, FAAD C. William Hanke, MD, FAAD Marcia Ramos-e-Silva, MD, FAAD, International Board Representative Jorge A. Garcia-Zuazaga, MD, Resident Absent: William P. Coleman, III, MD, FAAD, Vice President C. Ralph Daniel, MD, FAAD Madeleine Duvic, MD, FAAD Susan C. Taylor, MD, FAAD Guests: James S. Taylor, MD, FAAD Margaret E. Parsons, MD, FAAD
  2. 2. Ted Rosen, MD, FAAD Jeffrey P. Callen, MD, FAAD Erik J. Stratman, MD, FAAD Staff: Ronald A. Henrichs, CAE, Executive Director & CEO Carol Trumbold, Deputy Executive Director Donna L. Rebeck, Chief Financial Executive John D. Barnes, Deputy Executive Director Robert M. Portman, JD, General Counsel Cyndi Del Boccio, Director, Executive Office Steven Debnar, Controller Jan Edgar, Director, Development Judith Magel, Director, Health Policy & Practice Allison Scherer, Director, Communications Lara Lowery, Director, Creative & Publishing Tim Moses, Director, Meetings and Conventions Jim Weiss, Director, Information Technology Laura Saul Edwards, Director, Federal Affairs Katie Domanowski, Editor, Dermatology World Jeanine Coffman, Senior Administrative Assistant CALL TO ORDER The meeting of the Board of Directors of the American Academy of Dermatology was called to order at 8:05 a.m. (Pacific) by Stephen P. Stone, MD, President and presiding. Dr. Stone acknowledged and welcomed the guests and directed their attention to the Board’s policy on guest observers. QUORUM David M. Pariser, MD, Secretary-Treasurer, declared that a quorum was present for the transaction of business. ORDER OF BUSINESS Fiduciary Responsibilities of Board Members and Note Taking Dr. Pariser reminded Board members of their fiduciary duties and referred members to printed materials regarding fiduciary responsibilities and note taking during meetings. Disclosure of Conflicts of Interest Board members’ conflict of interest disclosures were circulated among Board members. Dr. Pariser asked Board members to update their disclosures and to declare any other actual or potential conflicts of interest with respect to specific agenda items for this meeting. None were declared. Separate Order of Business Mr. Portman reminded the Board that they would follow the Sturgis Code of Parliamentary
  3. 3. Procedure and that it is essential that AAD and AADA follow the order of business and observe corporate formalities necessary to preserve the legal separateness of the two organizations. REVIEW AND APPROVAL OF AAD BOARD OF DIRECTORS MINUTES AND EXECUTIVE COMMITTEE SUMMATION REPORTS Dr. Pariser presented the minutes of the May 20, 2006 meeting of the Board of Directors and June 8, 2006 Executive Committee summation report. A motion was made and duly seconded to approve the minutes/summation reports of the following: AAD Board of Directors Minutes, May 20, 2006 and the June 8, 2006 Executive Committee summation report. ACTION: Approved REPORTS OF OFFICERS AND DIRECTORS President’s Report Dr. Stone provided a brief update on presidential activities since the last board meeting. Among other things, he reported on his participation in the Academy’s record-setting Guinness Skin Cancer Screening Day, his various media activities, and his trip to China for an educational summit. He also reported on the AMA Section Council Meeting in Chicago, the Canadian Dermatology Association meeting in Winnipeg and the American Dermatology Association meeting in Half Moon Bay, CA. He reported on the time he spent at Camp Discovery and encouraged all Board members to do the same. In addition, he noted that Academy representatives have been meeting with the Society of Dermatology Physician Assistants regarding scope of practice issues. He indicated that this will be one of the issues on the agenda for the November strategic planning discussion. Secretary-Treasurer’s Report Dr. Pariser presented the combined 2006 second quarter financial report for the Academy and AAD Association. He noted that the 2005 General Operating Fund (GOF) surplus was nearly $5 million. He reminded the Board that at its last meeting, it charged the Priorities Committee with allocating $3.4 million from the 2005 GOF surplus for the Specialty Positioning Campaign and $332,000 for the Seal of Recognition program. Dr. Pariser recommended holding off moving any remaining 2005 GOF surplus funds to the Strategic Reserve Fund until after the Priorities Committee meets in September. A motion was made and duly seconded to accept the 2006 second quarter financial report for the Academy. ACTION: Approved Industrial Revenue Bond Refinancing Dr. Pariser presented the report on the Industrial Revenue Bond (IRB) refinancing options for the Schaumburg building. He explained the IRB process is an excellent way of obtaining tax exempt funding (i.e., bond holders do not pay taxes on dividends, so AAD can pay lower interest and still
  4. 4. attract investors). The Schaumburg building was financed in Spring 2001 with the issuance of $10 million in 20-year term variable rate IRBs. Half of the debt was swapped out for a fixed rate debt of 5.89% (inclusive of letter of credit basis points). Since that time, interest rates have fallen significantly. The remaining debt on the building is $7.5 million over 15 years, with $2.5 million at variable rate and $5 million at the fixed rate. Dr. Pariser presented several options for refinancing options for the Board's consideration. After discussion, a motion was made and duly seconded to restructure the building's debt such that all of the debt will be swapped for a new fixed rate not to exceed 5.5% (exclusive of letter of credit basis points) over the remaining 15 years of the financing arrangement (actual refinance was at 3.95%). Dr. Pariser explained that this option has a potential $710,000 net advantage over the other options using common assumptions about future interest rates. This restructuring would take effect on August 1. ACTION: Approved Administrative Regulations Dr. Pariser presented several updated Administrative Regulations. Approval of these regulations requires a 2/3 majority vote. A motion was made and duly seconded to adopt the proposed new language to the following Academy’s Administrative Regulations as set forth at pp. 31-50 of the Academy Board briefing book. Bylaws Committee Executive Committee – Establishment, Authority, and Method of Operating Interpretation of the Academy’s Bylaws and Administrative Regulations Line of Succession to the Office of President Nominating Committee - Composition Order of Business – Annual or Special Meeting of the Membership Parliamentary Procedure Procedures for Proposed Amendments to the Articles of Incorporation or Bylaws Removal of Officers or Directors A motion was made to amend the Administrative Regulation on Nominating Committee Composition to change the “Great Lakes Region” label to “Midwest or Mid-South,” since the region includes states that are not in Great Lakes states. ACTION: Approved The Board then voted on the main motion as amended. ACTION: Approved by 2/3 majority
  5. 5. A motion was made and duly seconded to rescind the following Academy’s Administrative Regulations (as set forth at pp. 51-55 of the Academy Board briefing book) and convert them into Board-approved policies: Official Academy Communications & Transmissions AAD Awards Policy Distinguished Service Award Honorary Membership Award Master Dermatologist Award ACTION: Approved by 2/3 majority Candidates for Executive Committee Member-At-Large The Board considered the following candidates for the Executive Committee Member-At-Large position: William D. James, MD, FAAD, Michael D. Tharp, MD, FAAD, and Susan H. Weinkle, MD, FAAD. Dr. Pariser offered each candidate the opportunity to address the Board with brief remarks. ACTION: Using the ranked voting system set forth in the policy, the Board selected Dr. James by closed ballot to serve in the Member-At-Large position effective March 2007. Executive Director’s Report Mr. Henrichs provided an update on Executive Director activities. A bulleted summary was provided in the Board briefing book at p. 59-60. Mr. Henrichs noted that he expected that the remainder of the revised Administrative Regulations would be presented to the Board for its review at the next meeting in November. He reported that attendance at the San Diego meeting was down by about 400 from the meeting in Chicago in 2005 and about 1200 from the meeting in New York City in 2004. He also agreed with Board comments that ideally the Annual Meeting and mid-year meeting should be in different regions of the country. He noted that the Scientific Assembly Council is in the process of performing a comprehensive review of the Summer meeting, including locations, charges for non-members, and industry symposia. Some concerns were raised that the Fact Sheet on Maintenance of Certification was not consistent with MOC Task Force’s recommendations in that it said diplomates who hold a lifetime certificate are encouraged, but not required, to participate. Mr. Henrichs agreed to look into the process by which the Fact Sheet was prepared and issued and report back to the MOC Task Force and the Board. A recess was called at 9:15 a.m. (Pacific) of the AAD Board of Directors meeting to hear certain AAD Association reports. The meeting of the AAD Board of Directors was re-convened at 9:50 a.m. (Pacific) by Stephen P. Stone, MD, President and presiding. A quorum was still present. ACTION REQUIRED: UNFINISHED BUSINESS
  6. 6. AAD Member Logo Usage At its May 20, 2006 meeting, the Board approved an AAD member logo usage policy restricted to Fellows, subject to additional revisions to the text of the policy presented and discussed at that meeting. Dr. Stone presented the recommendation of the Executive Committee to approve a member logo usage policy for Affiliate members, as well as Fellows. A motion was made and duly seconded to approve the proposed AAD “Fellow” Logo, Vision Statement and FAAD Designation Usage Policy with the additional changes discussed at the May 20 meeting. ACTION: Approved A motion was made and duly seconded to approve the proposed AAD “Affiliate” Logo and Vision Statement Usage Policy. Several Board members opposed this proposal on grounds that it would dilute the value of the Fellow Logo, confuse patients and the general public, and would be difficult to monitor. Other Board members suggested that the Affiliate Logo be considered as a next step after the Academy has some experience with the use of the Fellow Logo. ACTION: Defeated The Board directed staff to require Fellows to click/check a box when they electronically download the Fellow Logo from the Academy website acknowledging that the Fellow has read and agrees to follow the Fellow Logo and Designation Usage Policy. Scientific Assembly Committee Dr. Stone presented the recommendation of the Scientific Assembly Committee to prohibit AAD exhibiting companies from displaying recognition items in their booths from competing dermatological organizations and/or publishers. A motion was made and duly seconded to approve the SAC recommendation. The Board discussed examples of exhibitors displaying recognition plaques for donations and for advertising in journals of other dermatology organizations. Questions were raised as to whether this was a significant problem and whether it actually violated the Academy’s Guidelines for Promotion of Non-Academy Products and Services. On the other side, concerns were raised that because of space limitations, exhibitors may have to choose whether to display an Academy award or an award from another dermatology organization or some companies may compete to see how many awards they can display. Other board members saw this is as an exhibitor issue that should be covered under the Academy’s Exhibitor Prospectus and that it should be sent back to SAC for additional consideration. ACTION: Defeated The Board asked staff to develop guidelines for exhibitors’ display of recognition items for review at the next Board meeting in November. The policy should cover the display of an AAD award--
  7. 7. e.g., an AAD recognition award must be larger than any other awards being displayed, cannot be altered, and must be displayed more prominently than awards given by other organizations. A motion was made and duly seconded to rescind the Board’s previous action prohibiting events that take place on Friday night in conflict with the SkinPAC Reception. ACTION: Approved Ethics Committee Dr. Stone presented the recommendations from the Ethics Committee. A motion was made and duly seconded to accept the edits to Academy’s Position Statement P-14.400 Physician Financial Incentives as presented. The only substantive change was to revise the first sentence to read: “Financial incentives are now common features in physician employment agreements with managed care organizations.” The other changes were grammatical. ACTION: Approved A motion was made and duly seconded to sunset the Administrative Regulation on Principles of Professional Conduct and revise the Code of Medical Ethics Administrative Regulation to incorporate the Principles of Professional Conduct and miscellaneous other Academy ethical statements. During discussion of the motion, the following changes were proposed: p. 81, I.B. line 56--insert “In relation to patients with HIV infection” to “In relation to such patients” p. 82, II.C., line 106--insert “Secretary-Treasurer or” before “Executive Director” p. 84, delete V.B. regarding interactions with colleagues in it’s entirety p. 84, V.D., lines 175-78--revise to read: “Dermatologists should limit the source of their professional income to services actually rendered by them, or by allied health personnel acting in accordance with the Academy’s Policy on the Use of Non-Physician Office Personnel (P. 11.500)” p. 86, IX.A., lines 256-59--change to read “In all dealings with the press, it is improper to use the name or corporate logo of the AAD, or to otherwise make reference to the Academy, in a manner that would lead the reader to believe the physician to be the official spokesperson of the Academy or to have been endorsed by the Academy unless the individual in fact is specifically authorized to speak on behalf of the Academy.” p. 86, IX, line 260--insert the word “corporate” before “logo” ACTION: Approved as modified by a 2/3 majority A motion was made and duly seconded to approve the Ethics in Medical Practice booklet as presented for reproduction, inclusion in the new member packets, and posting on the AAD website. ACTION: Approved
  8. 8. Ad Hoc Task Force on Election Oversight Dr. Maloney presented the final report of the AHTF on Election Oversight, including its recommended changes to the Election Activities Administrative Regulation. It was suggested that the candidates’ videos be posted on the Academy website. A motion was made and duly seconded to approve the revised Election Activities Administrative Regulation as presented with the addition that candidate videos will be posted on the Academy website. ACTION: Approved by 2/3 majority A motion was made and duly seconded to approve the new Election Policies as presented, excluding limitation of accepting only hard copies of photos. ACTION: Approved A motion was made and duly seconded to approve the rest of this report as presented for information only. ACTION: Approved Seal of Recognition Dr. Stone presented the recommendations to (1) approve the proposed business model of revenue and expenses for the Seal program, allocating up to $550,000 from the Strategic Reserve Fund to finance the program in its first year; (2) move forward with the program as outlined in the revised program documents (Overview and Executive Summary); and (3) assign the Melanoma/Skin Cancer Committee to further develop the criteria for recognition of sunscreen products and a plan for expanding the program to other categories of products. A motion was made and duly seconded to approve the recommendations. The Board discussed at length the member survey data on the Seal of Recognition program provided in the briefing materials. Some Board members interpreted the data to mean there was significant concern among members about the program; others interpreted the same data to mean that a significant majority of the members believed this would be an appropriate activity for the Academy to undertake as long as it is done in the right way--e.g., with no endorsement of commercial products and with affordable fees. Others expressed the view that this program is vital to disseminating the Academy’s message to the public about the importance of using sun screen at certain SPF levels. ACTION: Approved Planned Giving A motion was made to amend the Administrative Regulation on Planned Giving to add a provision giving the Board of Directors the discretion to waive any provision of the guidelines
  9. 9. and to waive the notice requirements for amending an Administrative Regulation. Action: Approved Ad Hoc Task Force on the Frost Lecture Dr. Baker presented the recommendation of the AHTF on the Frost Lecture to establish a Eugene J. Van Scott Award for Innovative Therapy of the Skin and the associated Phillip Frost Leadership Lecture in accordance with the terms and conditions set forth in the proposed Grant Agreement and Guidelines for the Award and Lecture, as set forth in the Board briefing materials at pp. 125-31. A motion was made and duly seconded to approve creation of the Award and Lecture and corresponding Grant Agreement and Guidelines and to waive any provisions of the Administrative Regulation on Planned Giving that would otherwise preclude approval of this program. The Board discussed the proposed lecture and award at length. Preferences were expressed for a longer term and/or requiring an endowed fund from the beginning. ACTION: Approved Membership Committee Dr. Pariser presented the recommendation of the Membership Committee to approve Dr. Brandon Newell’s application to become an Adjunct member of the American Academy of Dermatology. A motion was made and duly seconded to approve the recommendation of the Membership Committee. ACTION: Approved Member Services Committee Dr. Pariser presented the report and recommendations of the Executive Director and the legal counsel regarding an Academy Member Retirement Planning Program. He noted that at its April 17, 2005 meeting, the Board decided “not establish a relationship with UBS/MMFSI for retirement planning financial services as a member benefit.” He explained that recent circumstances warranted asking the Board to confirm its previous decision. After discussion of the history of this issue and member survey responses, a motion was made and duly seconded to confirm the Board’s previous decision and to no longer consider a retirement planning financial services program as a member benefit. ACTION: Approved
  10. 10. Bylaws Amendment Dr. Stone presented the report on the Bylaws Amendment. At its July 2005 meeting, the Board considered a proposal for single slate elections for officers and directors and decided to send a single slate bylaws amendment to the membership only if the amendment changing the composition of the Nominating Committee passed during the 2006 election. The Board also decided to send the single slate amendment to the membership without a recommendation because of the inherent conflicts of interest of sitting Board members. The Nominating Committee composition amendment was passed by a 2/3 majority vote of the membership during the 2006 election. After extensive discussion, a motion was made and seconded to defer the issue of whether to propose an amendment to the bylaws to establish single slate elections for officers and directors until after the results of the members needs survey have been received and the findings are presented at the Board meeting in November. ACTION: Approved Organizational Structure Committee Dr. Maloney presented the report from the Organizational Structure Committee. She explained that the decision to reinstate the International Affairs Committee as a separate council does not fit within the Academy’s organizational structure. After extensive discussion, a motion was made and duly seconded to rescind the Boards’ decision of May 20, 2006 to “reinstate the International Affairs Committee as a separate council and move all task forces and committees primarily involved in the international affairs committee into that council.” ACTION: Approved Dr. Stone appointed a Blue Ribbon Panel to look at this issue again. ACTION REQUIRED: NEW BUSINESS Council on Education Dr. Callen presented the Council on Education report. The Council recommended continuation of the AAD Recognized Category 1 program but adoption of a new requirement that applying organizations must be an ACCME-accredited provider and/or obtain AMA PRA Category 1 CME credit for their programs. Currently, the AAD CME recognition program does not have this requirement, which puts some Academy members at risk if state licensing authorities do not recognize AAD CME credit. The report also discusses the liability risks for the Academy in recognizing programs that do not have ACCME accreditation. The Council did not suggest that the AAD become co-sponsor with applying organizations.
  11. 11. The Board extensively discussed the pros and cons of among the Council’s recommendation. Specifically, the Board weighed the advantages of eliminating the risk for members that states will not accept AAD recognized CME credit and the corresponding reduction in liability risk for the Academy by requiring programs to be conducted by ACCME-accredited providers that are required to follow ACCME guidelines. The Board also considered the possibility that requiring a sponsor to have ACCME accreditation will add to the cost and complexity of organizing CME events and may reduce the variety of educational opportunities for Academy members. The Board also discussed the possibility of having the Academy help CME providers obtain ACCME accreditation as a member benefit or on a fee-for-service basis. It asked staff to do more research on who would be adversely affected by this change and how much it would cost to help providers quality for ACCME accreditation. Mr. Henrichs emphasized that there is great risk (without this change) that the AAD’s CME Recognition Program will be misrepresented or misunderstood by its members and/or state licensing authorities. He asked the Board to approve the change in concept and authorize staff to prepare a transition plan for implementing the new requirement for the Board’s review. The plan would include data on which CME providers would need the Academy’s help in qualifying for ACCME accreditation or AMA PRA Category 1 Credit. After further discussion, a motion was made and duly seconded to approve the Council on Education’s recommendation in concept and to direct staff and the Council to develop a transition plan that would take effect in 2008 or 2009. The transition plan will involve developing options for assisting members/CME providers to comply with the new requirement. The plan will not propose that AAD partner with applying organizations in providing CME events, but only identify ways to help them obtain ACCME accreditation. The transition plan will also include a proposal for communicating this change to the membership and educating them on the benefits for them and the Academy. ACTION: Approved A motion was made and duly seconded to approve the rest of this report as presented for information only. ACTION: Approved 2007 Nominating Committee Dr. Stone presented the report from the Nominating Committee. A motion was made and duly seconded to approve the revised Nomination and Election Procedure Administrative Regulation as presented with the addition at the end of line 113 of the words “or high resolution electronic photographs.” ACTION: Approved A motion was made and seconded to approve rest of report for information only.
  12. 12. ACTION: Approved Ad Hoc Nominating Committee Dr. Berger presented the report of the Ad Hoc Nominating Committee putting forth Elizabeth I. McBurney, MD, FAAD and Scott M. Dinehart, MD, FAAD as candidates for the Board representative to the AAD Nominating Committee. The floor was open for any other nominations to the Nominating Committee. ACTION: The Board selected Dr. McBurney by a closed ballot. A motion was made and duly seconded to approve the rest of this report as presented for information only. ACTION: Approved 2007 AAD Committee Appointment Dr. Baker presented her 2007 appointment to the Scientific Assembly Committee. A motion was made and duly seconded to approve the appointment as presented. ACTION: Approved Dermatology Services, Inc. (DSI) Dr. Weinkle reported that the DSI Board of Directors met prior to the AAD Board Meeting on July 29, 2006 and voted to dissolve DSI and distribute the assets remaining after dissolution to AAD. This decision was based on the DSI Board’s determination that DSI was no longer a profitable enterprise, had outlived its original purpose, and most of its remaining functions had been transferred to AAD. The DSI Board also took into consideration the fact that it would not be difficult to reinstate DSI or another for-profit subsidiary in the future. After discussion, a motion was made and duly seconded to ratify the DSI Board’s decision. ACTION: Approved CONSENT: INFORMATION ONLY A motion was made and duly seconded to accept the following reports for information only: Council on Communications – Specialty Positioning Initiative, June 22, 2006 Development & Industry Liaison Committee, June 20, 2006 Priorities Committee, June 8, 2006 AHTF on QA/QI Self Assessment, May 13, 2006 ACTION: Approved Safe Documents Mr. Henrichs reported on the status of an Academy electronic document repository for members.
  13. 13. Staff is looking into this proposal and reviewing what has been done in this area and should have more information at the November meeting. ADJOURNMENT There being no further business, Dr. Stone adjourned the meeting at 3:05 p.m. (Pacific). Respectfully Submitted, David M. Pariser, MD, FAAD Secretary-Treasurer

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