MINUTES

Board Meeting – Standard Process, Westerville Date: July 16, 2015

EXECUTIVE COMMITTEE

P A DISTRICT DIRECTORS

P A COMMITTEE CHAIRS P A

Kreg Huffer, DC X 1-Bryan Royer, DC X Ron Farabaugh, DC X

Mickey Frame, DC X 2- Michael Collins, DC X Greg Goffe, DC X

Jerry Simon, DC X 3-Monda Waked, DC X Greg Rinehart, DC X

Steven Lehmann, DC X 4-James Krumpak, DC X Ron Vargo, DC X

Rusty Myers, DC X 5-Robert Ault, DC X Robert Prewitt, DC X

Terry McCoskey, DC X 6-Scot Gray, DC X

7-Darla Lammers, DC X REPRESENTATIVES

8-Kent Long, DC X Camilla Ferguson, DC X

9-Scott Gosselin, DC X Robert Sheely, DC X

9-Luke Reinhart, DC X

10-Ryan Sailing, DC X GUESTS

12-Brandy Spaulding, DC X Rob Zirker X

13-Steve Boyd, DC X Mark Richie X

13-Stacey Chidester, DC X Dr. Peter Feldkamp X

14-Tim Weir, DC X

ASSISTANT DIRECTORS EXECUTIVE OFFICE

3-Andre Montgomery, DC X Bharon Hoag X

4-Michael Cafaro DC X Sarah Yoakam X

12- Candace Duty, DC X Nicholas Strata X

14 – Nathan Sikora, DC X Jessica Boyd X

Opening Items

President’s Message Financial Report

Standing Committee Reports

Meeting called to order at 12:59 pm

Dr McCoskey – led Invocation & Pledge

Dr Myers – Roll Call

Dr McCoskey – Welcome of Visitors Dr. Huffer

Dr. Lehmann

Dr. Greg Goffe - Governance

Review of procedure for board meetings Dr Saling had to leave board meeting due to family emergency

Governance Committee Direction For Board Officer Elections o Presentation of what other state association do o Resolution for Governance Committee to continue to vet options for elections Motion

(See Appendix A for full verbiage) o Call for the vote. Dr Krumpak 1

st and Dr Sikora 2

nd

EXECUTIVE COMMITTEE

Y N DISTRICT

DIRECTORS Y N

Kreg Huffer, DC X 1- Brian Royer, DC X

Mickey Frame, DC X 2- Michael Collins, DC X

Jerry Simon, DC X 3- Monda Waked, DC X

Steve Lehmann, DC X 4- James Krumpak, DC X

Rusty Myers, DC X 5-Robert Ault, DC X

6- Scot Gray, DC X

7- Darla Lammers, DC X

8-Kent Long, DC X

9- Scott Gosselin, DC X

9-Luke Reinhart, DC X

10-Ryan Sailing, DC

12-Brandy Spaulding, DC X

13-Steve Boyd, DC X

13-Stacey Chidester, DC X

Terry McCoskey, DC 14-Tim Weir, DC – Dr Sikora voting for Dr Weir

X

o Motion passes 19 to 1

Resolution for the Institution of Committees Motion (See Appendix B for full verbiage) o Chair motions for resolution o Motion passes unanimously

Dr. Robert Ault - Budget & Finance

Motion to update OSCA financial and operational procedures (See Appendix C for full verbiage) o Chair motions for provision o Motion passes unanimously

Motion to institute a surcharge (See Appendix D for full verbiage) o Chair motions o Motion passes unanimously

Committee also discussed o incentivizing those who pay before the deadlines o Mini Convention at Kalahari in 2017 o Changing accounting services o The committee has decided to no longer host the Foundation Golf Outing in the spring o They are looking at other ways to generate income at convention o Intend to present 2016 budget at convention board meeting for approval

Dr. Darla Lammers – CPAC

Committee is keeping up on current bills and proposed legislation.

C-Pac war against Michigan (MAC) will begin in August and end at the C-Pac Reception at convention (Friday night)

They are looking into the legal issues regarding a portion of sues going toward C-Pac

Discussing licensing board revisions Dr. Greg Rinehart – Ethics

2014 complaint has been resolved

2015 has had one complaint and it is resolved

Consent Agenda Items

Rob Zirker – Insurance

Committee is very active regarding SecureCare and working to get up-to-date information out to credentialed members

Motion to accept the proposal from HJ Ross for member benefit. o Online coding program. Committee is looking for permission to recommend this program

to the membership. $11/mo or $89/ann o Dr Myers 1

st Dr Boyd 2

nd

o Motion passes unanimously Dr. Rob Prewitt – Membership

Presented current membership levels & history

Quarterly summits at the OSCA office. Aug 13 will be the next.

Retention is improving. Expect to surpass the 1000 member mark by end of this qtr.

Lifetime achievement award to be given out at convention Dr. Ron Farabaugh – Worker’s Compensation

Nothing to report Dr. Luke Reinhart – Public Health

State Science day – winner: study on diabetes and put her on a plant based diet and condition improved.

Walk with the Doc program in D9, 5 min talk then go on walk where patients can ask doctor questions.

Opportunity with Lois Hall (OPHA) school based clinic for at risk kids. Next step is to shadow clinics and work with Cleveland to get this rolling.

Dr. Jerry Simon - ACA

In every cancer treatment center of America there is at least one chiropractor on staff.

In every laser spine institute there is at least on chiropractic consultant on staff.

Acatoday.org for upcoming seminars.

Dr. Camila Ferguson - ICA

Attended national assemble at Life University.

Actively involved in New Mexico against expansion bill.

ICA receiving calls on ACA wanting to establish pharma logical school and label as chiropractic medicine.

o ICA is opposed to this as is in direct contradiction to chiropractic philosophy.

Chiropractic.org Bharon Hoag – Executive Director Report

CPR Classes – not an OSCA event. Dr Steve Stone will come to district for 3 hour course. Charging $89 per person. Approved for CEs. Please contact Dr Stone to set date.

2016 Seminar Series – please review within your districts. Intensives are new for next year. Practice management for marketing, staff management, etc but not for CEs. Being conscious of travel time, so they are grouped close to seminar in your areas.

Convention Update – Ahead of the record on vendors at this time. Speakers are set. The next postcard encouraging registration. Creating A schedule for the district competition; if you hit your assigned number you would win. Pitting similar size districts against each other.

Dr Sprandel – emotional over love. Over $12,000 as of yesterday raised for his bills.

Motion to approve previous meeting minutes

Dr Simon – 1st, Dr Lehmann – 2nd Motion passes unanimously

Motion to approve full board teleconference minutes – April 16, May 5, June 2

Dr Frame – 1st, Dr Lehmann – 2nd Motion passes unanimously

Motion to approve Executive Committee teleconference minutes – April 14 & 28; May 12, 19, 26;

Unfinished Business

New Business

Meeting Adjournment

June 9 & 23

Dr Lehmann – 1st, Dr Frame – 2nd Motion passes unanimously

None at this time

OSCA Health Insurance Plan Proposal – goal to launch at convention – work with fully approved group plans.

Upcoming Meetings Reviewed

Motion to adjourn Dr Simon – 1st, Dr Boyd - 2nd – passed Adjourned at 4:00pm

Appendix A

Governance Committee Direction For Board Officer Elections

Whereas;

1. The Governance Committee is tasked with evaluating and proposing revisions to the bylaws of the

association, and

2. A question has arisen about the benefit of changing the current practice of electing the Executive

Committee of the association, and

3. In order to provide the best function of the Board of Directors (Officers & Directors), the idea has been

proposed that District Directors elect the Executive Committee rather than the general membership, and

4. The primary benefit has been suggested that District Directors have superior knowledge of how an

eligible candidate works on and with the Board and who would be best suited to be in a leadership

position for that Board (other benefits may exist), and

5. The primary negative has been suggested that the General Membership will lose an important, direct

role in selecting the Executive Committee (other negatives may exist), and

6. An informal, extra-meeting board discussion indicated that the Board of Directors wished for the

committee to explore this option, and

7. The committee has spent considerable time on research and discussion relative to this issue, and

8. The Committee has, by narrow majority, approved a recommendation to change the election process

and have District Directors elect the Executive Committee, it is

Resolved by 2/3 or more of members of the Board of Directors of the Ohio State Chiropractic Association, on this day, July 16, 2015;

1. The greatest benefit to the association and the membership is served by having the duly elected District

Directors more actively select their own Executive Committee, and

2. The Governance Committee is directed to prepare language for bylaw revision for the board’s review

and adoption at a subsequent meeting.

Appendix B

Resolution for the Institution of Committees July 16, 2015

Whereas, The Board of Directors of the Ohio State Chiropractic Association (OSCA) desires to have the best possible efficiency and effectiveness in the completion of our business, and The Officers and Directors agreed to institute committees to conduct the detailed discussion of actions to come before the Board of Directors, and While it was the original intent to have these committees inserted into the bylaws during our review, our legal counsel has advised that it would be better to create said committees by board resolution, it is therefore

Resolved, The Budget & Finance, Governance and Government Affairs Committees are established, and The committee responsibilities outlined in Attachment A shall remain the same unless altered by subsequent board action, and The Committee Chairs, Committee Members and Staff Liaisons shall remain as indicated in Attachment A shall remain through the end of 2015 or until such time as the President shall name different committee constituents.

Attachment A

COMMITTEES OF THE

OHIO STATE CHIROPRACTIC ASSOCIATION

2015

The Ohio State Chiropractic Association’s Standing Committees enables board members to play an active role in the association’s decision-making process. Each committee is assigned a mission and set of responsibilities associated with a particular area within the association. Each standing committee shall meet no less than four times per year and may meet via telephonically at the discretion of the committee chair at other times throughout the year. Additionally, each standing committee shall meet before each OSCA Board of Directors’ meeting. Appointments to the Budget and Finance, Governance and Government Affairs Committee come at the discretion of the association’s president. Each committee chair and member of a committee serves one-year terms and may be reappointed based on evaluation from the president of the Association.

BUDGET AND FINANCE COMMITTEE Mission To create an annual budget that reflects the strategic priorities of the OSCA; to oversee investments and management of OSCA assets; to counsel the Board of Directors on matters that affect the financial viability of the organization; to implement Board of Directors fiscal and operational policy and ensure adherence thereto.

Committee Structure The Budget and Finance Committee shall consist of a chair appointed by the President of the Association and shall consist of seven members from the Board of Directors. The chair shall be a district director.

Committee Functions This committee is charged with approving the Association’s operational budget and presenting it to the full board for approval. This committee also is charged with overseeing and making recommendations on the Association’s finances and long range planning. Additionally, this committee is charged with approving any expenditure not previously accounted for in the

Association’s annual operating budget and presenting it to the full board for approval. This committee shall meet no less than four times per calendar year. The specific charge to the committee is to be responsible for:

- Budget Preparation: Developing the annual budget, based on priorities as defined in the Strategic Plan.

- Revenues and Expenses: Monitoring revenues and expenses in relation to the established budget in conjunction with the Vice President of Finance

- Investment Review: Recommending investment philosophy and policy to Board of Directors.

- Investments: Monitoring the investment manager’s performance and recommending changing managers if the committee believes that such a change is warranted.

- Planning: Developing financial projections for the organization and recommending to the governing board courses of action that will maintain the OSCA’s economic viability.

- Policy Formation: Developing and updating financial and operating policy for recommendation to the board of directors.

Members

- Chair: Dr. Robert Ault - Dr. Mickey Frame - Dr. Scot Gray - Dr. Kent Long - Dr. Brandy Spaulding - Dr. Steve Lehmann - Dr. Scott Gosselin

Staff Liaison

- Nicholas Strata

GOVERNANCE COMMITTEE

Mission To develop and propose recommended changes to the association’s bylaws and to act as an overseer of the association’s strategic plan.

Committee Structure The Governance Committee shall consist of a chair appointed by the President of the Association and shall consist of seven members from the board of directors. The committee chair may be a district director or the association’s parliamentarian.

Committee Functions This committee is charged with reviewing all proposed changes in the Bylaws and other governing documents of the Association and recommending to the full board adoption or rejection of such proposals. Additionally, this committee is charged with overseeing the Association’s strategic plan. This committee shall meet no less than four times per calendar year. The specific charge to the committee is to be responsible for:

- Strategic Planning: Implementing relevant strategic directions from the Strategic Plan assigned to the committee; reviewing the Strategic Plan to determine new and better ways to achieve association goals; providing input on strategic trends and opportunities and suggested adjustments to the Strategic Plan.

- By-Laws: To correct article and section designations, punctuation, and cross-references, and to make such technical and editorial changes as may be necessary to assure accuracy and readability of the Bylaws.

Members

- Chair – Dr. Greg Goffe - Dr. Mike Collins - Dr. Rusty Meyers - Dr. Terry McCoskey - Dr. Steven Boyd - Dr. Jim Krumpak - Dr. Tim Weir

Staff Liaison

- Bharon Hoag

GOVERNMENT AFFAIRS COMMITTEE Mission To further the association’s strategic plan by advocating and lobbying the Ohio General Assembly, Ohio regulatory agencies, Congress and federal regulatory agencies regarding chiropractic physicians place in health-care delivery.

Committee Structure The Government Affairs Committee shall consist of a chair appointed by the President of the Association and shall consist of six members from the Board of Directors one at-large member from the OSCA general membership. The chair shall be a district director.

Committee Functions This committee is charged with:

- Approving political candidate contributions in excess of $500, - Adopting a legislative agenda every two years and presenting it to the full board for

approval, - Making recommendations on relations and issues with various regulatory agencies,

such as the State Chiropractic Board of Examiners. This committee shall solicit the Association’s nominations for vacancies on the State Chiropractic Board of Examiners. This committee shall recommend to the full board of not more than five (5) names for each State Chiropractic Board of Examiners appointment. Vacancies occurring on the list of nominations shall be filled by the Board of Trustees before being presented to the Office of the Governor.

- Every even-numbered year solicit a survey amongst candidates running for the Ohio General Assembly.

- Develop and implement lobbying and related advocacy programs to secure action on legislative or regulatory policies

Members

- Chair – Dr. Darla Lammers - Dr. Luke Reinhart - Dr. Kelly Roush (At-Large) - Dr. Bryan Royer - Dr. Ryan Saling - Dr. Monda Waked - Dr. Stacy Chidester - Dr. Jerry Simon

Staff Liaison

- Nicholas Strata

Appendix C

Appendix D