AAD - July 2006
AMERICAN ACADEMY OF DERMATOLOGY
BOARD OF DIRECTORS MEETING
SAN DIEGO, CA
July 29, 2006
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
William P. Coleman, III, MD, FAAD, Vice President
C. Ralph Daniel, MD, FAAD
Madeleine Duvic, MD, FAAD
Susan C. Taylor, MD, FAAD
James S. Taylor, MD, FAAD
Margaret E. Parsons, MD, FAAD
Ted Rosen, MD, FAAD
Jeffrey P. Callen, MD, FAAD
Erik J. Stratman, MD, FAAD
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
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
Separate Order of Business
Mr. Portman reminded the Board that they would follow the Sturgis Code of Parliamentary
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.
REPORTS OF OFFICERS AND DIRECTORS
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.
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
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
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
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.
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
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
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.
The Board then voted on the main motion as amended.
ACTION: Approved by 2/3 majority
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
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
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
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.
A motion was made and duly seconded to approve the proposed AAD “Affiliate” Logo and
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.
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.
The Board asked staff to develop guidelines for exhibitors’ display of recognition items for
at the next Board meeting in November. The policy should cover the display of an AAD award--
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.
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
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
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.
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
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
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.
A motion was made and duly seconded to approve the rest of this report as presented for
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
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
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.
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
to waive the notice requirements for amending an Administrative Regulation.
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
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.
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
A motion was made and duly seconded to approve the recommendation of the Membership
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.
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.
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
into that council.”
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
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.
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
options for assisting members/CME providers to comply with the new requirement. The plan
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.
A motion was made and duly seconded to approve the rest of this report as presented for
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
A motion was made and seconded to approve rest of report for information only.
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
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.
Dermatology Services, Inc. (DSI)
Dr. Weinkle reported that the DSI Board of Directors met prior to the AAD Board Meeting on
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.
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
Mr. Henrichs reported on the status of an Academy electronic document repository for members.
Staff is looking into this proposal and reviewing what has been done in this area and should have
more information at the November meeting.
There being no further business, Dr. Stone adjourned the meeting at 3:05 p.m. (Pacific).
David M. Pariser, MD, FAAD