1. Delaware’s New Governance Structure “Leading the Way to a Healthy Delaware” Adopted October 2011 Presented by Stephen J. Kushner, DO MSD President

2. A LONG, DELIBERATIVE PROCESS Started from ground up with review of county medical society activities as early as 2003. Several Task Forces created over the ensuing eight years to continuously monitor the viability of county medical societies and the potential for their elimination. Task Forces documented a changing environment (e.g., elimination of peer review activities) that reduced the need for, and engagement in, county medical societies. As the Task Forces completed efforts, the Board of Trustees recognized the need of a broader planning initiative to study modernization of MSD governance. It was determined a different governance structure and member alignment, structured around the creation of “affinity groups” would enhance physician engagement. With advancement of technology, features of the internet and televideo conferencing for governance meetings, communications, and obtaining feedback were to be incorporated.

3. A LONG, DELIBERATIVE PROCESS (Continued) Governance proposal was submitted to the House of Delegates in October 2011, which was adopted. Convened first meeting of the newly formed Executive Board in November immediately following the HOD meeting in October 2011. Executive Board served as the “Transition Team” to populate the newly created governance structure and address many transitional issues. “Transition Planning” remained a standing Executive Board agenda item from November 2011 through September 2012, taking us through the first Spring Interim Council Meeting and planning for the first Annual Meeting of the Council. MSD’s first Annual Meeting under the new governance structure was in October 2012, at which the Transition Team’s work was finalized.

4. Introduced by: Board of Trustees Subject: Proposal for Reorganizing the County Medical Societies and MSD Governance Structures Resolved, that the House of Delegates accept the proposal to eliminate the county medical societies and adopt the proposed governance structure for the Medical Society of Delaware; and be it further Resolved, that implementation of the proposals commence immediately, to include dissolution of the county medical societies, changes to the state Bylaws, and identification of representation within the governance structure.

6. COUNCIL (65) Composition Executive Board Officers AMA Delegate One Representative from each MSD Section Four At-Large Representatives Legislative Cmte Representative Others One rep from each ABMS- recognized, Delaware organized specialty and Osteopathic Soc. One rep from each established geographic affinity group (8). Two reps from each Hospital Medical Staff (1 from VA)-private and employed One rep from practice type: Corp/Gov’t employed. COUNCIL (65) Composition Executive Board Officers AMA Delegate One Representative from each MSD Section Four At-Large Representatives Legislative Cmte Representative Others One rep from each ABMS- recognized, Delaware organized specialty and Osteopathic Soc. One rep from each established geographic affinity group (8). Two reps from each Hospital Medical Staff (1 from VA)-private and employed One rep from practice type: Corp/Gov’t employed. COUNCIL= EXECUTIVE BOARD + OTHER REPRESENTATION OFFICERS (7) AMA DELEGATE (1) MSD SECTIONS (3) Resident & Fellow Young Physicians Physicians Emeritus AT-LARGE REPS (4) LEGIS CMTE REP (1) SPECIALTY SOCIETY/ OSTEOPATHIC SOCIETY REPS (25) GEOGRAPHIC (8) WilmingtonDover Hockessin/Pike CreekMilford ChristianaW. Sussex MiddletownE. Sussex HOSPITAL MEDICAL STAFF (15) AI duPont (2)Beebe (2) CCHS (2)Nanticoke (2) St. Francis (2)VA (1) Kent General (2)Milford (2) PRACTICE TYPE (1) Corp/Gov’t Empl (non hospital) * Green denotes new representation in MSD governance compared to prior structure.

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13. CHALLENGES ENGAGEMENT Relying on Geographic Affinity Group Representatives to engage at the local level. (Less structured than county medical society – no bylaws, no officers, no specific agendas) Connection is being made with the Geographic Reps in hopes that engagement will result. Some Hospital Medical Staffs not “excited” about representation (just another task to take care of?). Past Presidents not “officially” designated members of Council. Process still to be developed to qualify adding affinity groups when requested. Televideo conference format for governance meeting participation has not been widely adopted.

14. POSITIVE OUTCOMES ENGAGEMENT HOD was composed of approximately 400 members. Council currently is limited to 65. Those who are on the Council come to meetings and participate (less intimidating in smaller group?) ADMINISTRATION Less staff time with county medical society activities. Geographic meetings planned when needed (issues to discuss as a state or geographic region). Electronic communication used whenever possible.

15. RESTRUCTURING CONTINUES Restructuring did not end with the adoption of the new governance structure in 2011. Just recently approved a committee restructuring as part of our continued critical evaluation of the organization to provide a more streamlined, efficient, and effective organization to meet the needs of today’s members.  Several of the existing committees deal with issues of public health, education, and legislation. The proposal recommended having parent committees and the members of the existing similar committees falling under the parent committee as special interest groups. These groups would have issues triaged as appropriate.  Two committees are slated for elimination, as those responsibilities are duplicative to other processes currently in place.  The other existing committees will remain as important aspects of our organizational structure.

16. Thank you! Stephen J. Kushner, DO, FAAFP President For more information, please contact: Mary LaJudice, Senior Director of Corporate Services (302) 224-5183 Mary.LaJudice@medsocdel.org