Document 1QxjmO4JZZMRGpQV4EjvnoBKX

Voto Chemical Company 15990 N. BafWs Landing Rd. Post Office Box 19029 Houston,Texas 77224 Phone (713) 531-3200 RF February 24, 1986 TO: Audit Committee V1SIA FROM: Tom Grumbles SUBJ: COMMITTEE MEETING - ATLANTA 1. The meeting is scheduled for March 13 and 14, at the Atlanta Airport Hilton. There are rooms reserved for all, but they are not guaranteed for late arrival. You may want to do this yourself. The Airport Hilton's number is 1-404-767-9000. Preliminary Agenda is attached. Please let me know when you are to arrive, as a group dinner may be possible. 2. Minutes from the Board meeting in Dallas are enclosed, as well as some specific agenda Items (handouts), for your review. Please remember these are "unofficial" minutes and should be kept within the committee. 3. Please call if you have agenda items to add. I should have background information to you on the enclosed agenda items before the meeting. Sincerely, Thomas G. Grumbles, C.I.H. Environmental Quality Manager ajo/8 Enclosures VVV 000017313 AIHA AUDIT COMMITTEE May 13 7:00-9:00 May 14 8:30-3:00 (approx.) Preliminary Agenda I. General Introductions II. Audit Committee (Oversight) History and-Background III. AIHA Public Positions/Regulatory Commenting IV. Board Ethics Action V. By-Law Revision Review (See collected comments that are enclosed) vvv 000017314 I Yale University Health Services Department of Chemical Safety 17 Hillhouse Avenue New Haven, Connecticut 06520 February 7, 1986 To: Audit Committee From: Larry Gibbs^x| Tom Grumbles and I attended the recent AIHA Board of Directors meeting held February 5th and 6th in Dallas, Some of the issues discussed and which may be of interest to the Committe are briefly described below. Items are identified by the corresponding Agenda number. You will receive a copy of the Board's minutes when completed. Agenda Item, # 1. Opening Remarks- Howard Kusnetz indicated AIHA has been invited to participate in a panel discussion on a PBS television program regarding the Right-To-Know issue. The show will be televised on April 23, 1986. 5. IRS Report- This item refers to the discovery by the Akron staff that the proper IRS forms had not been filed in the past. The Managing Director has updated and filed the proper forms and is awaiting a response from the IRS. Maximum liability for this issue is $25,000. 6. Nominating Committee Report- The following AIHA members are to be placed on the ballot as condidates for office. Candidates were nominated by the Nominating Committee except as noted. Vice President Elect: William Krebs , Robert Sheriff Chain Robbins (nominated by petition in accordance with by-laws) Secretary Elect: John Yoder Tom Grumbles Directors: John Martonik Stanley Judd D. Jeff Burton Oneil Banks Verne Trinoskey No indication of the method of nomination is to appear on the ballot and in accordance with the by-laws, all nominees' names are to be listed in random order. VVV 00001T315 7. Awards Committee Report- The following were selected by the Board from candidates offered by the Awards Committee to receive the designated awards: Awaxd E.J. Baier Award Borden Award Cummings Award Awardee R. R. Langner, CIH W. A- Burgess, CIH M. Corn Elected as Honorary Members by the Board are H. C. Hodge, CIH W. T. McCormick, CIH K. W. Nelson, CIH H. F. Schulte, CIH P. E. Toth, CIH 8. Policy on Awards Presentation- A number of technical committees have proposed to establish awards to honor persons distinguished in a specific technical specialty. The how, why, and where of this issue was discussed at length. No formal policy governing this issue exists. 11. AIHC Outside Courses- Discussed whether outside, non technical courses should be offered to members at Conference in areas not directly related to I.H. such as "Facing the Media", Public Relations, etc.. Ad hoc committee to review and report. 12. Future AIHC Sites- 1990 AIHC Site: Orlando. FI, May 13-18 selected as first choice with Atlanta, Ga, June 3-8 as backup. Orlando option to be finalized by April. Ad hoc committee to investigate need for establishing set of rotating permanent regional sites. 18. Litigation update-Executive Session Convened 19. Public relations recap- Discussion centered on mechanism for providing timely Association responses. Recurring topic throughout meeting. 20. Executive Session Convened-Staff Personnel Evaluation 21. AIHA/ACGIH Agreement re: Publication rights to AIHC papersRecommendation that the AIHA and ACGIH jointly have first publication rights on all platform and poster papers presented at the AIHC, but that the authors be allowed to select whichever of the two journals they wish for consideration of their papers. Approved by the Board.Opening Session papers issue not resolved. 22. Professional Insurance- Much discussion by board on this issue, especially liability insurance. Board directed Akron Staff to poll membership via next Newsletter regarding number of professionals interested in such insurance. Legal Counsel advises Local Sections to obtain liability insurance VVV 000017316 2 I independently. 23. Committee Reporting Structure Proposal- Alternative Committee Reporting Structure proposal offered by Board Member. Will be discussed further at May meeting. I 24. Publications Approval Policy- Current policy to be revised by Akron Staff and submitted to board. 26. Public Response by Board Members- Recurring issue. Board directed Akron Office to contact Officers, then Directors when issue or questions arise such as from reporters seeking association comment. No offical policy developed. 28. Membership Certificate- Board voted to allow new members the option ($5.00 additional charge) of purchasing a "Membership Certificate" indicating election as an AIHA member. 29. Local Sections Operations Manual- recommended that manual be updated and revised. 30. Salary survey-recommended that a salary survey of the membership be conducted. 31. Speakers bureau- Akron staff has completed compilation of Areas of Specialized Knowledge (A.S.K.) questionaire responses and will develop two member services which will be publicized as 1) a Speakers Bureau and 2) Informal Network. 35. Joint Programming Committee for AIHC- to provide continuity of AIHC programs from year to year, the board agreed to pursue the possibility of developing an AIHC Program Committe with joint membership by AIHA and ACGIH. Ad hoc committee to pursue possibility. 36. Asbestos Registry- Lab Accreditation Committee requests investigation of need for development of quality assurance program for asbestos only laboratories, on-site asbestos counting facilities, etc. Legal liability questioned. Will pursue at next meeting. To be investigated further. 38. Detector Tube Certification- Board endorsed the need for a certification program for detector tubes, will publicize Association endorsement of such need. 39. Other Business Past President benefits- ad hoc committee to investigate benefits alloted to other associations Past-Presidents and report on same. Technical Committee requested funds to support presenter at technical committee session. Requested presenter refused to present unless travel funds paid. Board did not act thereby refusing request. Appears there is no policy or guideline governing this matter. ool7317 1 *Commercia1ism in AIHC Presentations- ad hoc committee appointed to review and report on this matter. *Board member requested appointment of ad hoc committee to investigate need for technical committee in area of statistics/ risk assessment in Association. Ad hoc committee appointed. This represents most of the items discussed at the Board meeting. There appears to be a need for consistency and perhaps policy/program development in some specific areas. As pointed out previously by Tom Grumbles, one major area of concern is public positions, comments responses, etc. This topic is addressed in a number of agenda items. Other topics which you may want to consider for discussion at our March meeting include policies and procedures, or lack thereof, governing Association expenditures for committee speakers at AIHC, Committee awards given at the AIHC, and the Committee reporting structure proposals. These appeared to be items which were common to a number of the different agenda items or were brought up for discussion under various agenda items. Looking forward to meeting you all in March. Sincerely, Gibbs, CIH mm* 4 AMERICAN INDUSTRIAL HYGIENE ASSOCIATION AGENDA Board of Directors Meeting 1:00-5:30 February 5 1986 8:00-4:00 February 6, 1986 Ascot Room Plaza of the Americas Hotel Dallas, TX 1. Opening Remarks'-' 2, Minutes 3. Report of Votes Taken^ 4. Four-Month Financial Statement 5. IRS Report- .6 Nominating Committee Report 7. Awards Committee Report-/ .8 Policy on Awards Presentation^/ ** Break 9- Year's Best Product/Service Awards/ .10 1986 Local Conference Committee Report 11. AIHC Outside Course u,' .12 Future AIHC Sites 13. A&SI Problem 14. Ontario Request 15- Joint Meeting with Health Physics Society-^ 16. Akron Renovations , 17. Akron Computer System Update 18. Litigation Update / /- 19. Public Relations Recap u ** Meeting recessed until 2/6/86 Kusnetz Popendorf Popendorf Holtshouser Motts Kortsha Kortsha Kortsha Farrar Reed Henshaw Motts Kusnetz Kusnetz Motts Motts Motts Kusnetz Motts 1300 1305 1320 1330 1340 1350 1400 1425 1455 1515 1530 1550 1610 1630 1640 1710 1720 1730 1740 1750 .20 Executive Session [J .21 AIHC/ACGIH Agreement re AIHC Papers^- WV 000017319 Kusnetz/Farrar Halley 0800 0845 Proiessiona^ ir;5 jrar;3C: c. i group iiaLi.ily b) group medical c) group life 3. Committee Structure ProposalC-^"' * Break 4. Publications Approval Policy-^ Popendorf Motts 5 Publications: a) Analytical Chemistry Committee monograph b) Hazardous Waste Sites c) Respiratory Protection Technical Manual Motts 6. Public Response by Board Members Motts 7. Internationalization . # Lunch 3. Membership Certificate u 9. Local Sections' Operations Manual ^ Salary Surveys i Speakers' Bureaus 2. Future Board Meeting Site^''^ Christofano Farrar Farrar Christofano Christofano Farrar 3. Fred S. Venable Forunw-^ , 9. President-Elect as AIHC Program Chairperson 1/ Fulwiler Farrar 5- Joint Programming Committee for AIHC Farrar 6. Asbestos Registry Farrar 7. Respiratory Function Testing with Respect to NIOSH-Approved Farrar Courses y -.8. Gas and Vapor Detection Systems Committee: Recommendatiorf Freeland re Independent Lab Certification of Detector Tubes 9. Other Business All 0 Adjourn VVV 000017320 0935 1005 1020 1040 1110 1140 1200 1300 1315 1330 1345 1400 1415 1425 1435 1445 1455 1505 1515 1600 AMERICAN INDUSTRIAL HYGIENE ASSOCIATION RESTATEMENT OF BYLAWS COMMENTS RECEIVED FROM MEMBERSHIP 1. I do not like the provision of removing a director without cause. The Secretary-Elect and Treasurer-Elect concept is excellent. The Committee should be commended for a job well done. (Charles E. Adkins) 2. Article VII, Section 7--Committee size? no limit. (Marc H. Axelrod) 3. Congratulations to Board on this task!! (James M. Bachman) 4. I have reservations about "sunset" laws for most of the committees. Would it not, rather be better to require review of each committee every four years, by the Board. The revised wording indicates that any committee automatically expires if not specifically re-approved by the Board. This method could have* adverse political overtones. (George R. Barnard) ^5. This is a "Trust Me" vote. I have no desire to reinvent the wheel. (James C. Barrett) 6. Article #'s don't coordinate with restatement. Article Titles--but it sure helped to have summarized changes. (E. R. Beebe) 7. Art V Section 4? Art VI Section 6: Both of these sections are worded so it requires a special meeting for the removal of an officer or director. Is it intended this action can be taken only at a special meeting? Why not a regular meeting? (Alfred C. Blackman) B. Long due for revision. Excellent suggestions!! My congratulations to the people who spent much time and effort to bring this about. (Kenneth D. Blehm, CIH) 9. I cannot in good conscience approve the Restatement in its entirety. Each Member eligibl to vote should have a voice in each change presented. The Restatement is too important to be treated otherwise. (H. Grady Callison, Jr. PH.D.) 10. I support and approve all By-Law changes. (Evan E. Campbell) 11. Thanks for considering those of us that were not fortunate enough to have obtained a de gree, but have accumulated many years of experience. (Benjamin H. Chynoweth) 12. Against Article V Section 5 - removal without cause. Against Article XV Section 3 - re quiring signatures of more than 12 members from each of 4 local sections. 48-member total should suffice, with no requirement to contact a specific number of local sections. Article XVII Section 4 needs amplification: who is to choose the "independent legal counsel"?; does the party requesting indemnification have any recourse administratively if he is denied indemnification? (Barbara Curtis) 13. Provisions of proposed By-Laws seem appropriate. I hope the errors in Article numbers in the Explanation of Changes does not defeat this effort. Proofing this document was obviously inadequate. (Roger L. Daniel, CIH) 14. Correction: Explanation of changes--Article XV. Mail Ballots in lieu of Article XVI, whi is Contracts and Banking. Good Job! (Delbert L. Flowers, CIH) VVV 00001^321 RESTATEMENT OF BYLAWS Page 2 15. Good Jobl (John j. Furman, CIH) 16. I strongly disagree with Article VI Section 6. - Removal? there is no_ reason I can think of to warrant such a bylaw change. Justification for removal should always be sub stantiated before action. (Richard J. Geisen) 17. Art. II Sec. 2c is a farce. Members, myself included have been allowed to continue to hold Associate Membership and no effort has been made by the AIHA to enforce the 5 year limit. (Kelly B. Gibney) 18. Congratulations to all concerned for a job well done! carry the day. (Franklin D. Griffith, PH.D.) I'm confident that the FOR's will 19. An excellent Document--a job well done! (Edward B. Landry) 20. First impression of term "Oversight" is that someone forgot something. Hope the Coramittc continues to "Audit" and catch "oversights". Happy New Year. (William B. Lubinsky) 21. Good Job! (Richard F. MacIntyre) 22. Attempts to summarize & explain changes fell short of expectations. The articles li* in the explanation did not match the article numbers in the Restatement of ByLaws. (Mary McConnell-Meachen) 1 23. I believe these bylaws are far more ponderous than necessary. (Alfred C. Schmidt) 24. -- I am opposed to an Oversight Committee. I believe that such a committee must inevitably conflict with the duties and responsibilities of The Board and the Executive Committee. (Howard N. Schulz, CIH) 25. Where do IH Technicians belong? (Frank M. Parker) 26. Institute for Continuing Education should be a standing committee. $20,000 is brought in each year through ICE Courses and it provides a method of information dissemination to Members. I have no problem justifying its existence to a Sunset Committee, but feel a standing committee status would make far better continuity with all involved. (George R. Osborne, CIH) 27. Article VII Section 11. Expenditures. Consider some clarification as to what constitut< approval of the Board. Does the adoption of a budget imply approval? Does each expendi ture have to be approved separately? What is the authority of the Exec. Director? etc. These bylaws are very well written. (Marcel W. Nathans) 28. 29. 30. Under the "Restatement of ByLaws Explaination of Changes" I trust Article XVI 'Mail Ball is article XV and article XVIII is article XVII in the "Restatement of ByLaw". This may be question by some and be a reason to avoid these changes. Otto Paganini) Congratulations, we needed that! (David G. Taylor, PH.D Job well done. (Harlan Von Seggem) 000 *3*4 ,) RESTATEMENT OF BYLAWS Page 3 31. My only comment is of a grammatical nature but I believe that documents issued by a pretigious organization such as the AIHA, particularly documents of a legal nature, should set high standards for grammar. In section 1 of Articles X, XI and XII the word "comprised" should not be followed by "of". "Comprise" means consist of" so the further use of "of" is redundant. For the sake of consistency you may prefer to use the phrase "consist of" as you already have in section 1 of Articles V, VIII and IX. Similarty the use of "comprise" in section 2 of Article X is wrong. The whole can comprise the various parts but the parts cannot comprise the whole. In any case you may have meant to say "that one represented by the Association" rather than "that comprise the Association". (Duglad M. Walker) 32. A difficult job well done! Thanks to all. (Ralph C. wands) 33. I agree with the restatement as it stands. But I feel that some more specific mention be made of requirements for the grades of membership from overseas & countries whose degree and training structures are different from those in the U.S. At present these can be dealt with as exceptions but as this aspect of the organization is being promoted then the subject should be addressed more specifically. (John M. waters, CIH) 34. Doing a good job! (Robert H. Weir) 5. Excellent job! (Lloyd M. Welker, Sr.) 36. For future consideration, I would advise you to include a procedure for termination of a membership for reasons other than non-payment of dues (e.g. misconduct, disrubtive behavior, etc). The language of article V, Sect 5 might be used, or the procedures, Newly Revised Robert Rules of Order might be invoked. (John A Zapp, CIH) 37. I have voted for the By-Laws restatement. However, I object to being restricted to a single vote on the entire restatement. A single vote makes sense for items which are merely clarifications, restatements, renumbering, etc. However, items which significantl change provisions of the By-Laws should be voted on separately (e.g.. Art IV, Sect. 9; Art. V, Sect. 5, 12, & 14; Art. Vi, Sect. 6; etc., etc.) (Thomas W. Knupp) 38. Removal without cause just to avoid embarrassment seems unwarrented and capricious. If had live veto I would use it on this provision. The old language is better. (William S. Wood, CIH) I 39. I interpret the Article XIX to mean that the ByLaws may be adopted by "a two-thirds majority of letter ballots returned within thirty days," as the old ByLaws specified. The present language is not as clean, ie. "Adopted by a two-thirds vote of the Voting Members in response to a mail ballot." (Ralph A. Froehlich, CIH) 40. No discussion in "Restatement" Re change of Managing Director's like to Executive Directo (Article XIV). Seems to me we went round & round on this 10-15 years ago. ? ? ? (Bruce A. Hertig)* *1. I'm too new to have lived with the old by-laws but they must have been a nightmare to wor with. The revisions make a far more professional document. Congratulations to the By- Law Committee. (Leroy Hutzler, III, CIH) Wtf 000017323 RESTATEMENT OF BYLAWS Page 4 42. Nice work! {Frank E. Adley, CIH) 43. Based on the explanation given for Article X Section 3, it might be more suitable (to change in the size of membership) to require signatures on nominating petitions to be a percentage of eligible voting members, rather than a fixed number. (Victor E. Lavetter CIH) 44. My only objections is to Article III, Section 7, affiliate Membership. To maintain pro fessionalism in our organization I believe even an affiliate member should be devoting a fair proportion of his time to the field of industrial hygiene activity and have a professional interest in the organization. This would include a number of related fieldi as chemistry, toxicology, occupational disease, engineering, etc. It should not permit the entry of persons, including "Professionals" in other fields not involved in, or havir interest in the advancement of, the AIHA. I am aware of at least one individual whom I feel would utalize his membership solely as a means of advancing his business/economic opportunities with out regard to professional conduct. While the recommendation of 2 full members and a vote of 2/3 of the Board would still be required, I feel strongly enough about this issue to vote No on the bylaw revisions. (Lowell G. Wessa) 45. 1. Do not understand difference between Article VII Sections 8 and 9. 2. Shouldn't committee membership be limited to members of the Assn in "exceed thirty (30)" the following: members of the Association in good standing. 3. Regarding Article xvii w. indemnification - the content seems to address the liabilities and risks generally covert by D/0 insurance. What about other liabilities, such as those generally covered by publ. commercial liability insurance. Is there or should there be some concern about liabilit' from publication of recommendations regarding good IH practice. Specifically I have in mind the question of Assn liability for somehing like the respiratory protection recommei ations vhich are being incorporated into Hygienic Guides. 4. Articles VI, Section 3 is not in agreement with Article III. Under III there is no provision for emeritus members but VI/3 will allow them to serve on the Board. (Carol A. Dupraz) 46. Concerns: VI, 6. Removal "without cause" is fatally flawed. This power will allow cear types of people to seize total dominance of The B of D and create disputes of unmanageabi proportions. A members only alternate would be to drop membership, or seek stronger str. This provision will lead to AIHA's politicization and ultimate demise as an unbiased scientific association, within a dozen years. VII, 11. Should aggressive political elements seige control of The B of D's., this provision will allow inappropriate funding of political activities of selected groups. AIHA is a voluntary association of scientis donating their time and expertise to the enhancement of all members and the protection. Lets keep it that way- Incidentally, several of the other provisions are excellent, and would stand well alone. I hope we will have an opportunity to vote on each item separat (Lowell D. White, PHD, CIH) 47. No specific comments. No business reply enevelope. 48. No blanket endorsement - each article should be noted on separately. 49. I can't understand the idamnification provisions. yyy 000017324 50. Very extensive work has been compiled by the group. Congratulation and thanks. RESTATEMENT OF BYLAWS Page 5 51. One comment on Article VII, Section 4 - Committee Tenure - this seems to indicate that a 1 year committee membership is the maximum term. This would not be practical for standard setting committees such as Indoor Air Quality, WTTL, TLV, etc. Where subcommitte work requires consistency to develop guidelines. 52. Article XVIII as amended permits the identified personnel to make decisions regarding the Association at no risk. The business about attracting top-level persons is a red herring. Boards of Directors must be held accountable for their actions. Since you requested a vot on the entirety, I must appose adoption. 53. There is no allowance in the bylaws for members to be able to remove an officer or directc from office. Some provision should be adopted or added to allow members to remove in addition to the section that currently allows the Board to call a meeting for removal but not the members. 54. Strongly disapprove of changes to Article VI; Re; Board". This should be in writing only. "Removal w/o cause" and "poll of the 55. I do not agree with changes to audit committee, specifically the exceptions place upon them. This smacks of"Board intervention" and I will have no part of it. `6. Indemnification is Article XVII (not Article XVIIIl) Article VI Section 6, removal withoi cause should be disallowed. Not appropriate in our organization governed by democratic principle. 57. I disagree with reducing the oversight committee from eight to six memebers. 58. Oppose changes in Article X, Article VI, Section 6; Article VII, Section 5. 59. Committees should not be limited to 30 people. 60. Let's work on 1. Identifying this Profession. 2. Protecting the Public from non professional "Industrial Hyginists". 61. Good workl 62. _ There is no clear procedure for polling the opinions of the membership before taking an AIHA position on an occupational health issue such as informing workers of the risks of their jobs. This clarification in procedure is needed to reach some kind of consensus on these kinds of issues. 63. Thank you for the brief summary of changes. 64. I cannot accept Article V "Nominating Committee" Directors and Officers should be nominat and elected entirely independent of the current officers and Board of Directors. All oth changes appear to be appropriate. I think we should vote individually. VVV 00001T325 RESTATEMENT OF BYLAWS Page 6 66. All those who worked on the Restatement of ByLaws are to congratulations on their time spent on a tedious and thankless job, and a job well done. 67. I disagree with the blanket indemnification article. (Article XVII). Only on decissions taken by mail ballot of the majority of members should be cover by indemnification. Decissions taken by officers on their own should not be protected. 68. I do not think we should be out to broaden our base of memberships. The past 10 year dilution of the quality & aspect of "IH" in our membership is reflected in the absurl regulations being fostered. The nation would have better IH/ we promoted IH and not our organization. 69. Art. 1 33- 111. Laws unknown therefore can't be approved. Removal w/o cause is poor. Committee reports should be more than annual. Indemnification should be limited to while a Association authorized business & if permitted by majority of Association or case by case basis. 70. This will serve to indicate my reason for voting against the Restatement of ByLaws. Thse are actually changes rathem than a restatement. My objection is to Section 7. AFFILIAT Member. This section has been watered down to the point where an Affiliate Member only need have "interaction with and cooperation of Associate Members and Full Members of Association". This in contrast to the old Section 2B. The objection is stated on tl basis of maintaining a high degree of professionalism for the AIHA. It is my opinion that all classes of membership should be engaged in the field of Industrial Hygiene not merely an occupation which is peripheral to that profession. My personal thanks go to the Audit Committee for their efforts on this bylaws rewrite. 71. As with other Professional societies, the AIHA should make available for publicity lapel or tie pins and especially, Wall Certificates showing membership in the AIHA. Members could or should pay for certificates, but with this means of identifying memberhip in the AIHA, more recognition of AIHA and Industrial Hygiene would be at hand. 72. I do not concur with Art III, Graduate study equivalent time. Art VI, eligibility by Fall & Emeritus members only; removal by 3/4 vote with or without excuse; notice of meetings wihtout giving the purpose of the meeting. Art IX, reports by Oversight Committee are a little vague. Art X, petition by 48 members why not 20 or 25? Why 4 months prior to the annual meeting? This sounds like an "old boy" system leader to break into than the Teamsters.... 73. While I agree that votes on the individual revisions would be difficult, many of the provisions are sufficiently significant that all or nothing vote is not viable. Example; Art. VI, Section 6 - Directors are elected by the membership of large. To provi for removal without course is contrary to democratic principles. Art VIII - Gives the power to direct the business of the organization to 3-people (i.e. quorum=Majority of 6= 4& majority of quorum yeilds act of committee 3) - which is normally the responsibility of the entire Board of Directors. 000017326 vw RESTATEMENT OF BYLAWS Page 7 74. I am troubled by several things in the new by-laws. In general, I did not appreciate the very incomplete and sometimes disorganized presentation of the "explanation of change My biggest specific concern is the lack of independent funding for the Oversight conunitte VIII and IX - I don't know a whole lot about internal association politics, but at least conceptually, I can't see how someone can oversee a group it is dependent on for funding. Other more minor concerns are the excessive lead time required for nomination by petition (X.3), the requirement of a "plurality" to pass a mail ballot issue (XU.4) rather., than some substantial majority (at least 2/3rds), the excess power given the president, and th extra bureaucratic costs it generally institutionalizes. 75. Far away in Sweden, I trust that you are changing in right direction. (Karl D. Lundgren) Keep going. VVV 000017327 I /American INDUSTRIAL -n HYGIENE ASSOCIATION Agenda Item #23 Board of Directors Meeting February 5-6, ^986 475 Wolf Ledges Porkway-Akron. OH 4431H087-216-762-7294 Pr*id*nl HOWARD l KUSNET2 CIM PE Shell Oil Company P O 8o 4320 One Snell Piai, Houston. Tx 77210 (713) 241-0761 MEMORANDUM TO: AIHA Board FROM: William J. Popendorf, Secretary PreaiOenl'Etect ALICE C FARRAR ClH Cigna loss Control Services me liberty Federal Tower Suite 530 201 Secona Sweet Macon. GA 31213 (912) 743-6060 DATE: SUBJECT: October 10, 1985 Another Path to Structure Committees Vice-President EMILE CHRISTOFANO, Cm P During her discussion at St. Louis about committee HIMONT me 1313 N Market Sweet structuring, Alice Farrar mentioned that I had an Wilmington. DE 19694 (302)594-SSt3 alternative proposal which she couldn't explain. I provide Peat President the following outline as background to further discussion, CENEX KOHTSHA ClH GMC Technical Center 3-229 Researcn Aomin Blag Warren. Ml 46090 whenever the topic recurs. My response to the initial "council" proposal centered 1313) S75-2791 on it's role, governance and autonomy within the overall Secretary WllllAMJ POPENDOHF PnD c.nStructure of the Association. It was not to be a committee; University ol Iowa msi ol Agnc Meoicme ,_AMRF - Oakdale Campus ' vra C<1y. IA 52242 Ml 353-4672 it involved some Board directors, but not alls the extent of it's mandate and its responsibilities to the Board were unclear. Not the least of my concerns was the term Treasurer "council",whose only precedent is the otherwise autonomous GoooyTarS^iTRSuHooerScoRmpanY Local Sections Council. Some specific examples related to m44*e^'ttaSlsHMT01 1081 governance from the original "council" proposal follow: Akron OH 44316 (216) 796-4531 Oireeton KNOWLTON J. CAPLAN. ClH. P E inousmai Health Engineering Associates. Inc. (612 ) 941-6410 U) "determine which committee or committees are best equipped to address the issues" pg.4 (2) "assign an ad hoc group. Pg-4 MARjOHlE A OHUCKER.ClH Drucker Heann & Salely Management, inc (213) 372-6666 (3) "organization of specific AIHA committees into specific divisions...." pg. 4 LEE T FREELAND.ClH E.i Qu Pont ae Nemours & Company Inc (409) 727-9529 (4) "set policy and broad directions for the Divisions and Committees." pg.5 RICHARD O FULWILEH. SC D . ClH The Procter & Gamdle Company (513) 627-6634 LAWRENCE H HECKER. Pn D . ClH Abbott Laboratories 1312) 937-7416 JOHN L HENSHAW. ClH Monsanto Company 1314) 694.8830 Las (5) "The Council shall be self-governing..." pg.5 (6) "The Council shall...establish task forces..pg.5 Subsequently, at a discussion with committee chairs in Vegas, a number of other points were raised by them. JEREMIAH R LYNCH. ClH. P Exxon Chemical Company (201) 673-6071 MARGARET A RAYMOND. ClH Pelro-Canaoa. Inc (403) 296-6567 VVV 00001732a ROBERT . SHERIFF. Jr. ClH ' 'Janirc Environmental, inc Oil 335-5756 RALPH J VEHNON PnD. ClH. PE Texas AAM University (409) 845-5404 Managing Dwacter FREDERICK C MOTTS 475 Won Leoges Pamway Akron OH 44311-1067 ijlfei 762-7294 Memorandum to AIHA Board _o_ October 10, 1985 (1) It was unclear to many chairs just what is the problem the council was supposed to cure. It seems to them to be mostly the Board's problem of management rather than the committees problem of frustration, etc. (2) There was a reasonable amount of adverse reaction on the part of many chairs about losing their access to the Board. Actually, I think the Board would find some frustrations at having to go through the council every time it wanted something from or by a committee. (3) On the matter of committee evaluation, there was some concern that the Board was not qualified or suffic iently informed to evaluate either the activities of the committees or their leaders. Thus, a key role of the council could be to act as this committee of peers for purposes of evaluation. (4) a minor point was concern over the specific structure initially suggested (or in their view imposed). The recurring problems of communication and continuity of leadership (as voiced again at the Leadership Conference in August) seem to me to be more the result of intracommittee disorganization than intercommittee organization. By that I mean that there is a lot to be learned as chair, that serving say as vice-chair does not teach; and that one year is a very short time to both learn to lead a particular committee and to also accomplish something meaningful. Having served both on ACGIH committees and as an ACGIH committee chair, I see a great deal of value in keeping a chair for two to four years or more. An additional unstated goal of any new committee structure of particular interest to the Board, was alleviation of the Board Director's coordination workload. And last (but to me far from least), is the need to provide a body of experienced people to initiate, support or guide new initiatives. Such a standing role would seem to be more effective than pulling people (especially leaders) from other committees, especially if they are already committed to other tasks (as expected with the new sunset program). Thus, I feel the needs for a new committee structure are broader, but the mandate of a new body should be narrower than those described in the original "council" proposal. The proposal that I outlined to Alice in June is along the following lines: Title: Committee on Committees Technical Executive Committee. or VVV 000017329 Memorandum to AIHA Board -3- October 2 0, 2985 Initially to be appointed by the Board from past committee chairs or/and Board members. The on-going committee would be appointed by current members (because of their direct oversight responsibility) and approved by the Board. Each term will last for three years. A proposed scope, function, and initial mandate of this committee might look like this. Scope: to serve as a resource of advice and assistance (a) to current committees to manage intercommittee affaires (b) to the Board to evaluate the structure and performance of committees, (c) and to those desiring to establish new committees. function: to review periodically the activities of committees and the performance of their leaders, to advise the Board concerning the structure of technical committees, their leadership, their productivity, and the formation of intercommittee workgroups or other new technical initiatives. As an initial charge, the Council shall: (a) establish procedures whereby periodic performmance goals can be established by eachcommittee, lb) establish criteria whereby the performance of each committee chair can be evaluated, (.c) recommend to the Board procedures whereby the incumbancy of each committee chair can be extended from two to four years (or longer), (d) recommend performance criteria whereby the Board can implement a sunset policy on committees, and (.e) identfv areas in which new activities or committees are needed to support and achieve the goals of the Association. VVV 000017330 American INDUSTRIAL HYGIENE ASSOCIATION 475 Wolf Ledges Parkway Akron. OH 4431H087-216-762-7294 Agenda Iter. #19 Board of Directors Meeting February 5-6, 1986 TO: Board of Directors FROM: S. Beidler RE: PR/Marketing Activities DATE: January 14, 1986 The following is a brief outline of major PR/Marketing Activities since the Board meeting August 22, 23, 1985. Media Contacts 1. Mall Street Journal - media inquiry about Bureau of Labor Statistics report on occupational health incidences. Provided contact. 2. Industry Week - media inquiry about safety and health practices at BASF Wyandott Plant in Louisiana. Provided contact through Local Section. 3. NBC "Today" Show - Corresponded and spoke with assignment editor to sched ule AIHA members to discuss hazard communication rule. Unfortunately, by the time they decided not to cover it, it was too late to offer elsewhere for coverage the week the rule went into effect. Will attempt again this Spring. 4. The Fred Fisk Show - radio talk-show to center around AIHA'S new publication Product Health & Safety and the Right to Know. Arranged through Earl Flowers. Potomac Local Section. The time will be arranged upon publication. 5. PBS Right-to Ittiow Teleconference - working with PBS to be a sponsor of this program. Details upcoming. 6. Cleveland Local TV News - set up on-air comment by Z. Mansdorf, president of the Local Section, in response to a chemical leak in the area. 7. Forbes Magazine - provided introductory information about AIHA to Gail Bronson, new science and technology editor, after introduction from H. Kusnetz. 8. Dallas local media - met with business editors of local papers, associated press, etc., in preparation for AIHC coverage. WV 000017331 Board of Directors January 14, 1986 Page 2 9- Resource Kits - prepared and printed resource kits for National and Local Section use in providing reporters with contact names. 10. Industrial hygiene trade press - provided contacts to Occupational Hazards and Industrial Safety and Hygiene News for specific stories; arranged interview with H. Kusnetz in Occupational Health and Safety News. 11. Special news release topics - - HR 1309 Testimony (covered by BNA, National Safety News). - Bureau of Labor Statistics Record Keeping guidelines - conment - New Local Section in Shanghai - Kusnetz address in Idaho, Fairfax, VA and Australia - AIHC - Theme Selection, proclamation of May as IH Month in Texas Above releases sent to National Consumer and Trade Press. Marketing 1. New information resources catalog designed and printed. 2. Flyers to members on new publications - Biohazards, Respiratory Protection, Product Health & Safety. 3. News releases and review copies for new publications - Biohazards,Respiratory Protection. 4. Exhibits of AIHA products and services at seven Local Section meetings, three affiliated association exhibitions and two professional development courses. vad 0000l?3^2 vvv Agenca Item Board of Directors Meeting February 5-6, 1986 AMERICAN INDUSTRIAL HVGIENE ASSOCIATION BALANCE SHEET 1985 DECEMBER 31 1984 FISCAL YEAR ENDING AUGUST 31,, 1985 CURRENT ASSETS: Cash Short-term Investments 96,841 555,879 Accounts Receivable: Services <k Publications Interest 150,490 3.645 159,054 Marketable Security - At Cost Plus Amortized Discount 9,598 Inventory: Books dc Publications Manuscripts 47,424 44,500 91,924 Other Current Assets 2,855 TOTAL CURRENT ASSETS 916,151 Copyright 14,742 Property <5c Equipment - net 387,012 89,784 261,086 108,811 1,358 110,169 9,464 63,054 -- 63,054 8,284 541,841 16,848 365,248 923,937 63,537 8,645 47,424 44,500 59,316 373,456 72,182 9,531 91,924 3,041 609,450 14,742 381.164 1,005,356 CURRENT LIABILITIES: Accounts Payable 18,077 Fees Received in Advance 126,430 Accrued Vacation 10,000 Payroll Taxes Withheld <5c Payable 998 Current Portion of Obligation s Under Capital Leases 15,347 Current Portion ot Mortgage Note Payable 5,052 TOTAL CURRENT LIABILITIES 175,904 Long-term Obligations: Mortgage Note Payable, Less Current Portion Obligations Under Capital Leases, Less Current Portion 115,007 30,270 145,277 Deferred Subscription Revenue 64,000 Members' Equity 932,724 1.317.905 10,174 103,520 13,000 5,175 12,000 5,500 149,369 119,712 32,622 152,334 68,500 553,734 923,937 63,469 71,480 10,000 6,449 15,347 5,500 172,245 116,351 30,270 146,621 64,000 622,490 1,005.356 VVV 000017333 AMERICAN INDUSTRIAL HYGIENE ASSOCIATION STATEMENT OF REVENUES, EXPENDITURES AND MEMBERS' EQUITY DECEMBER 31, 198$ O o o o : FISCAL YEAR END ACTUAL 08-31-85 REVENUES: Administrative/General Conference ICE Lab Accreditation Publications Journal Management Contracts 203,542 693,798 154,691 270,303 66,672 554,644 101,812 2,045,462 EXPENSES: Administrative/General Conference ICE Lab Accreditation Publications Journal Management Contracts Committee Financial Support 977,736 247,507 114,000 174,065 15,199 388,591 -- 1,91 7,09$ EXCESS OF REVENUES OVER EXPENDITURES 128,364 MEMBERS' EQUITY - BEG. OF PER. 494,126 MEMBERS' EQUITY - END OF PER. 622,490 TOTAL BUDGET 85/86 % OVER CURRENT MONTH <UNDER> BUDGET ACTUAL BUDGET YEAR-TO-DATE budget ACTUAL * OVER FOUR MONTHS % <UNDER> ENblNG EEC. 31 INCREASE BUDGET 1985 --rm~<DECREASE> 195,000 625,000 270,000 475,000 125,000 620,000 30,000 2,340,000 16,250 52,083 22,500 39,583 10,417 51,667 2.500 195,000 55,755 __ 13,165 15,674 14,200 32,029 < 3,737> 1 27,086 243* -- <4 1 %> <60%> 36% <38%> < 1 50%> <35%> 6 5,000 208,333 90,000 158,333 41,667 206,667 10,000 780,000 232,485 -- 47,350 392,328 36,426 144,370 10,277 863,236 258% -- <47%> 148% <1 3%> <30%> 3% 11% 232,485 -- 47,350 392,328 36,426 144,370 10,277 863,236 66,352 -- 44,099 161,083 22,258 231,237 35,245 560,274 250% -- 7% 144% 64% <38%> <71%> 54% 1,100,000 250,000 132,000 350,000 60,000 265,000 -- 24,000 2,181,000 159,000 -- _____ 91,667 20,833 11,000 29,167 5,000 22,083 -- 2,000 181,750 1 3,250 -- _____ 103,313 -- 565 11,713 910 18,772 -- 1,112 136,385 <9,299> -- _____ 13* -- <95%> <60%> <82%> <1 5%> ___ <44%> <25*> 366,667 83,333 44,000 116,667 20,000 88,333 -- 8,000 727,000 392,719 -- 8,662 53,577 11,161 81,452 5,431 553,002 53,000 -- _____ 310,234 622,490 932,724 7% -- <80%> <54%> <44%> <8%> <32%> 392,719 -- 8,662 53,577 11,161 81,452 ___ 5,431 346,727 -- 14 719 37,833 15,860 84,978 548 <24%> 553,002 500,665 13% -- <4 1 %> 42% <30%> <4%> .. 764% 10% 310,234 59,609 622,490 494,125 932,724 553,734 AMERICAN INDUSTRIAL HYGIENE ASSOCIATION The following is an analysis of the four months ending December 31, 1985 and 1984. REVENUES: Administrative/General: Membership dues per individual = $40.00 Membership dues per organization = $150.00 In 1984, $30.00 of the membership dues received was charged to Journal revenue and the remaining $10.00/individual and $ 120.00/organizational was charged to administrative/general. In 1985 the total amount of the membership dues is charged to administrative/general. Membership directory advertising - up $21,000 from last year. Interest income - up $8,000 from last year. Lab Accreditation: PAT Lab fees - up $215,000 from last year. Publications: Six additional publications offered in fiscal 1985/86. Journal: Subscriptions - down $100,000 from last year due to accounting change. Management Contracts: SOT management fee amounted to $23,000 at this time last year. EXPENSES: Administrative/General: Membership directory exp. - up $21,000 from last year. Equipment leases - up $14,000 from last year. Temporary quarters - AIHA has paid $6,200 to date for temporary office space during the renovation project. ICE: Two courses were held during the four months ending 12/13/84; one course was held during the four months ending 12/31/85. Lab Accreditation: Site visits - up $10,000 from last year. Lab contract - up $4,000 from last year. Publications; VVV 000017335 Six additional books offered in Fiscal 1986. CommitteePinancial Report: AMERICAN INDUSTRIAL HYGIENE ASSOCIATION REVENUES: Administrative/General Conference ICE Lab Accreditation Publications Journal Management Contracts TOTAL BUDGET 85/86 195,000 625,000 270,000 475,000 125,000 620,000 30,000 2,340,000 EXPENSES: Administrative/Generai Conference ICE Lab Accreditation Publications Journal Management Contracts Committee Financial Support 1,100,000 250,000 132,000 350,000 60,000 265,000 -- 24,000 2,181,000 Excess of Revenues Over Expenditures 159,000 FOUR MONTHS ENDING DECEMBER 31, 1985 BUDGET ACTUAL* % OVER <UNDER> BUDGET 65,000 208,333 90,000 158,333 41,667 206,667 10,000 780,000 289,795 125,580 54,890 392,328 36,426 144,370 10,277 1,053,666 346% <40%> <39%> 148% <I3%> <30%> 3% 35% 366,667 83,333 44,000 116,667 20,000 88,333 -- 8,000 727,000 53,000 384,053 8,667 8,662 53,577 11,161 5 81,452 -- 5,431 553,003 500,663 5% <90%> <80%> <54%> <44%> <8%> -- <32%> <24%> 845% *This column represents AIHA on Cash Basis Accounting. All revenue and expenses recorded when received not accrued or deferred. wv 000017336