Introductions. Vendor Chair Report: Dave Davis

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1 CSH Board of Directors Meeting 04/21/2016 5:30 pm Business Agenda Introductions In attendance are: Phil Faulkner, President Matt Brown, Vice President and Newsletter Editor Jane Parr, NSH Region VII Director Maggie Glogoswka, Treasurer Dave Davis, Vendor Committee Chair Liz Chlipala, Awards Committee Chair Jen Precord, Past President Erin Smith, Secretary (15 min late) Vendor Chair Report: Dave Davis Many of the long standing vendors will be returning and a few new vendors are coming in. We need to remind attendees at the registration desk to fill out their VENDO cards, so they are eligible for the vendor awards. Awards Chair Report: Liz Chlipala Milestone Medical offers Green Histology Scholarship $500 Cell Marque offers Charles Churukian Excellence in Staining $300 StatLab Medical offers David J Davis Histological Education $500 Gift cards will be issued to speakers as Thank Yous if there is money left over from the meeting. NSH report: Jane Parr Elections are being held this year at NSH. Stay tuned to see who the new officers will be.

2 There will probably not be a Region VII table at NSH this year due to some financial issues at NSH. There will be changes in how reimbursements are handled for speakers. NSH has gone paperless for many of their meetings. CSH is keeping pace with this and has a Drop Box account for our meeting documents. Lodging Phil proposes that CSH will pay for one night of lodging for the following people: 1. Phil Faulkner 2. Matt Brown 3. Jen Precord 4. Erin Smith 5. Maggie Glogowska 6. Dave Davis 7. Liz Chlipala 8. Jane Parr All board members approve. The list has been forwarded to Beaver Run Resort. Honorary members Phil would like to offer honorary membership to past members of CSH who have contributed significantly to the society over the years. The two histotechs he would like to honor are Patsy Ruegg and Jane Maass Honorary membership will include: 1. Complimentary CSH membership for life 2. Waived class dues to the annual meeting for life 3. Honorary Member certificate In order to offer this type of membership, an amendment to the constitutional bylaws will need to be written, and approved by the Board. Dave Davis will write the amendment. Speaker Introductions a. Jason Ramos: Dave Davis b. Kelly Lear-Caul: Jane Parr c. Jennifer Black: Jen Precord d. Josh Wisell: Phil Faulkner or Aimee Topp e. Lauren Hopson: Erin Smith f. Wes Tyson: Matt Brown or Aimee Topp g. Brenden Matus, Gabriel Pepper: Phil Faulkner

3 Arrival Schedule for Friday May 13, 2016 a. Phil, Maggie, Matt and Dave: 10 am b. Jen: 12 pm c. Erin: ~6:30 pm. Erin will be covering the clinical lab bench for Phil. If no stat renal cases come in, she can leave earlier. Meeting/Speaker Kick-off Dinner Dinner will be held at Breckenridge Brewery (600 S Main St, Breckenridge, CO 80424) beginning at 6:30 pm. Award Plaque Funding It was proposed that vendors pay for the plaques of the awards that they sponsor, as is done at the NSH meeting. Dave mentioned that the cost for the vendor booths is expensive, especially for some of the smaller histology companies, and recommended that CSH still sponsor all award plaques. All board members agreed. Vendors who offer monetary scholarship awards will pay CSH directly for their scholarships and then the Treasurer will write a check to the winner/recipient. IRS Status Maggie Glogowska The following information will be presented at the annual business meeting on May 13, CHS s tax-exempt status has been revoked due to several years of unfiled taxes. Additionally, the IRS only had a P.O. box on file as the physical address of CHS. In order to reinstate the tax-exempt status, we need to: 1. Fill out several tax documents to document revenue and expenses for the last 3 years 2. Write a letter of reinstatement 3. Pay an $850 fee 4. Write a Conflict of Interest Policy that must be adopted in the CSH s constitutional bylaws. Taxes must be filed each year by the Treasurer using 990EZ form. Conflict of Interest Policy Vote The Internal Revenue Service requires a Conflict of Interest Policy in CSH bylaws in order to maintain tax exempt status. Phil presented the following Conflict of Interest Policy: In the event that a conflict of interest arises within the Board of Directors, i.e. a member of the board has influence over setting his or her own compensation, or has influence regarding business deals with

4 themselves, that member of the board will recuse him or herself from voting for such decisions. Furthermore, that member will not be present at such in person votes, and, in online voting, that member will refrain from voting. When voting yields a tie, the Chairperson of the awards committee will be the deciding vote. Submitted for vote by General Assembly on 05/14/2016 By Philip Faulkner President, Colorado Society of Histotechnology A vote to approve was requested by Phil to the board. All board members approved. ADDENDUM: CSH bylaws require a vote of the membership in order to amend the bylaws. Phil issued this to inform the membership that a general vote will be called at the CSH Business Meeting on May 14 th : Hello everyone, In order to maintain the tax exempt status of the Colorado Society of Histotechnology, the Internal Revenue Service is requiring us to institute a Conflict of Interest Policy in our bylaws. At a recent meeting of the CSH Board of Directors, a policy was proposed and passed unanimously. After this approval by the Board, it is required by our constitution that such an amendment must be passed by a 2/3 vote of the general membership at the annual business meeting. In essence, the amendment is intended to eliminate members of the Board from having the power to vote for themselves to receive monetary awards. When a Board Member is nominated for such an award, he or she will simply not be able to vote for that award. Specifically, the official Policy will read as such: Colorado Society of Histotechnology Conflict of Interest Policy In the event that a conflict of interest arises within the Board of Directors, i.e. a member of the board has influence over setting his or her own compensation, or has influence regarding business deals with themselves, that member of the board will recuse him or herself from voting for such decisions. Furthermore, that member will not be present at such in person votes, and, in online voting, that member will refrain from voting. When voting yields a tie, the Chairperson of the awards committee will be the deciding vote. Submitted for vote by General Assembly on 05/14/2016 By Philip Faulkner President, Colorado Society of Histotechnology Please consider your thoughts on this and be prepared to vote on it at the Business Meeting in Breckenridge. Looking forward to seeing you all!

5 Regards, Philip Faulkner, HTL CSH President Liz suggested that another meeting should be convened in the summer to discuss incorporating additional policies and procedures into the bylaws. Maggie requested to include specific procedures for the Treasurer to file taxes and hand-off procedures from existing officers to new officers. Registration Packet Party - Volunteers Needed The packet party will be held on Thursday May 12 th at 5:10 pm. Erin has reserved the small conference room in the AMC-RC1 North, 5 th floor (P ). Dave will contact DAKO or Newcomer for bags and Leica for lanyards. Liz will do all the printing, including color copies as needed. She has requested that we carefully match the size of the lanyards to the name tags and choose the correct paper stock ahead of time. Meeting adjourned at 6:48 pm.