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The Florida
Society of Neonatologists
Meeting Minutes
November 21, 1998
Airport Sheridan Hotel, Ft. Lauderdale
The business meeting was called to order at 1:00 p.m. by the President, Anthony Napolitano, M.D.
Those present for the meeting were: Anthony Napolitano, M.D., President; Shahnaz Duara, M.D., Vice President; Andrew B. Kairalla, M.D., Secretary-Treasurer; Lily J. Whetstine, M.D., Boynton Beach; William Driscoll, D.O., Miami; Mark Hudak, M.D., Jacksonville; Jean McCarthy, M.D., Tallahassee; and Wanda Callahan, Executive Director, Jacksonville.
Minutes of February 13, 1998 Meeting
The minutes of the February 13, 1998, meeting had been posted on the web page and available for all members, and copies were distributed at the meeting for review.
MOTION CARRIED TO APPROVE THE MINUTES OF THE FEBRUARY 13, 1998, MEETING AS DISTRIBUTED.
Dr. Kairalla reported that the financial condition of the Society is good; there have been almost no expenses this year, and the bank account is growing to a point where the Society can begin to carry out some of its objectives.
A paid membership count of 70 was reported as of this date. There are 117 names on the database, and it was thought that there are many other potential members in the state who should be contacted and recruited for membership.
The Secretary-Treasurer's report was received as information.
Proposed Amendments to the Bylaws
Dr. Napolitano stated that the proposed amendments to the bylaws had been under way since the last meeting in February, and had been circulated to all the members, with a mail vote having been conducted to facilitate their adoption. He commented that the old bylaws were outdated, and did not allow for the Society to function in today's communication-conscious environment. The proposed amendments will allow the Board of Directors to carry out the business of the Society between meetings of the membership, and to communicate with members in the various districts of the state on a more timely basis. It is also hoped that under the proposed structure interest in the Society's projects and programs, and attendance at meetings, will be enhanced, allowing the Society to be a more viable force for neonatology in Florida as it moves into the new millenium.
The proposed amendments had been incorporated into the current bylaws, as the amendments were extensive and it would be difficult to follow the deletions, additions and changes to be made. The current bylaws were available for reference where required. The provisions of the proposed amendments were reviewed and discussed.
A summary of some of the major provisions of the amended bylaws include:
Provides definitions for Regular members, Affiliate members, and Associate members.
Provides for the office of President, President-Elect, and Secretary-Treasurer, and for these officers to serve two-year terms.
Creates a Board of Directors composed of the President, President-Elect, Secretary-Treasurer, Immediate Past President, and up to ten district representatives.
Provides for an Annual Meeting of the Membership, at a time and place to be determined by the Board of Directors.
Establishes standing committees on Membership, Bylaws, Education, and Legislation & Standards.
Provides other operating guidelines, such as the dividing of the state into districts, how officers will be nominated and elected, how dues are determined and the handling of members with delinquent dues, how amendments may be made, fiscal year, and voting privileges.
Concern was expressed about failure to achieve a quorum of the membership at meetings to conduct business, and it was noted that it is only necessary to have a quorum at Board meetings. It was agreed that the Quorum requirement should be changed to read "a majority of the Board present or by proxy" will constitute a quorum. At meetings of the membership, usually an action requires a "majority of those members present and voting, provided notices of the meeting have been sent out as required." It was agreed that this change should be inserted.
It was decided that the "Vice President" should be changed to "President-Elect", since that officer will automatically accede to the Presidency.
A total of 21 mail votes for the amended bylaws had been received; there were no "No" votes.
MOTION CARRIED UNANIMOUSLY TO SUSPEND THE CURRENT BYLAWS IN ORDER TO VOTE ON THE NEW BYLAWS.
MOTION CARRIED UNANIMOUSLY (WITH 28 VOTES, INCLUDING MAIL VOTES) TO ADOPT THE PROPOSED BYLAWS, TO BE EFFECTIVE IMMEDIATELY.
The meeting was then reconvened under the provisions of the new bylaws.
It was noted that the new bylaws will need to be registered with the Secretary of State.
It was noted that the Board of Directors is now composed of the President, President-Elect, Secretary-Treasurer, Immediate Past President, 5 district representatives, one additional representative from the Northeast and Central districts, and two additional representatives from the Southeast district, for a total of 13 members. These representatives will be initially determined and selected by the Executive Committee, and will be included in future meetings (both teleconferences and physical meetings) of the Board of Directors. These district representatives will then be responsible for communicating back to the members in his/her own district. The current officers were requested to contact potential representatives to obtain volunteers, or at least those willing to serve, and to try to have as many as possible lined up by the February meeting.
It was agreed that teleconferencing and the web page will stimulate communication between members and the Board, and with that communication established, one meeting of the membership a year should be enough.
The current status of the web site was discussed. It was noted that the current web site has up to now been donated by "Neonotes", as a page in their web site. Dr. Kairalla has very generously been maintaining the web site since its creation. Ms. Callahan said that a web site with the server provider where many of the other societies have their sites could be obtained for about $20 per month; an email address can be arranged for about $5 a month through sharing on an "America On Line" account; and the maintenance can be done by the executive office staff.
MOTION CARRIED UNANIMOUSLY TO TURN THE MAINTENANCE OF THE WEB SITE OVER TO THE EXECUTIVE OFFICE STAFF, AND TO AUTHORIZE THE OBTAINING OF AN EMAIL ADDRESS AND A SEPARATE WEB SITE FOR THE SOCIETY.
Report from Dr. Jean McCarthy /
Dr. McCarthy was unable to attend the meeting, but participated via long distance and a speakerphone in the meeting room. She reported on the activities of the transition team with AHCA, whose main focus has been consideration of budget, priorities, and policies issues, such as Medicaid participation through HMO's, increased reimbursement for pediatricians, expediting permission for certain procedures, etc. She stated that issues which the society would like included in the report which will go to the Governor-Elect should be sent to her as soon as possible. It was agreed that the items mentioned are the major concerns.
It was noted that the elections of officers will be held at the February meeting; after which, under the new bylaws, the elections will be held every other year at the annual meeting in September, with the next election being in September 2000.
A date for the February meeting was discussed; it was agreed that either the first weekend or the last weekend in February, possibly at the Orlando Hyatt Airport Hotel, would be acceptable. Ms. Callahan will check on availability on these dates.
Nominations for a President-Elect and a Secretary-Treasurer to be elected in February were discussed.
MOTION CARRIED UNANIMOUSLY TO NOMINATE, IN ACCORDANCE WITH THE NEW BYLAWS, THE FOLLOWING SLATE FOR ELECTION AT THE FEBRUARY MEETING:
For President-Elect: Dr. Andy Kairalla, Miami (current Secretary-Treasurer)
For Secretary-Treasurer: Dr. Mark Hudak, Jacksonville
Dr. Fredrick Miller, Coral Springs
(Dr. Shahnaz Duara, current President-Elect, will automatically ascend to President.)
It was noted that when new officers are elected, the executive staff will notify the appropriate other organizations, such as Florida Pediatric Society and the Florida Medical Association.
The dates and location for the 1999 Annual Meeting were discussed. It was noted that the Florida Pediatric Society plans to meet with the Florida Medical Association during its annual meeting, which is scheduled for September 30-October 3, 1999, at the Sheraton Bal Harbour Hotel in Miami Beach. It was felt that the FMA meeting is an important meeting, where important issues are discussed and the opportunity to learn and provide input is available. To coordinate our meeting with theirs would probably increase attendance at our meeting, and would encourage our members to attend.
It was suggested that we could have a demonstration of email and the internet, and our web page, at the annual meeting, and encourage members who attend who do not have email to sign up right there.
It was agreed that we will plan to have a meeting on Thursday, immediately following the Specialty Society Section meeting. The tentative agenda would be:
Thursday, September 30, 1999, Sheraton Bal Harbour Resort, Miami Beach
11:30-1:30 FSN Business meeting and Luncheon
1:30-5:00 Educational Program
Possibly the Florida Pediatric Society could consider a similar format, and we could have a portion of the Educational Program jointly with them.
It was agreed that a budget should be prepared to serve as a guideline for allocation of funds for priorities of the society, and to allow for the routine day-to-day operation of the society's business by the executive staff. Following today's meeting, Ms. Callahan will have a better understanding of the needs and priorities of the society and will prepare, in consultation with Dr. Kairalla, a proposed budget based on those priorities for review and approval at the meeting in February.
It was agreed that the Society needs to adopt a Mission Statement. Such a Statement could be used on the web page, on membership recruitment brochures, and wherever the Society wishes to present its purposes.
A beginning draft for such a statement was discussed. Input from the entire Executive Committee was requested, and a final Statement can be presented at the February meeting:
Florida Society of Neonatologists Mission Statement
As an organization of physicians with certain responsibilities to its members, to the medical community and to the general public, the mission of the Florida Society of Neonatologists is:
to provide a forum for its members for the exchange of ideas, developments, problems and solutions encountered in their practices;
to provide an entity composed of their peers through which neonatologists are represented to the Florida Medical Association, the Florida Pediatric Society, other appropriate organizations, and regulatory agencies;
to continually monitor and provide input into the neonatal health care system in Florida.
The meeting was adjourned at 4:30 pm.