Quality Certification Services, Inc
Minutes of the Board of Directors Meeting
April 29, 1999

The first meeting of the directors of Quality Certification Services, Inc. (QCS) was held at the Radisson Hotel in Columbus, OH.

The meeting was called to order at 8:00 AM by Paul Miller. The directors present included:

Jim Boyer Processing Center Advisory Committee Representative
Bruce Dokkebakken Field Services Advisory Committee Representative
Lloyd Ebersole NAAB Representative
Steve Frank Laboratory Advisory Committee Representative
Greg Marrs National DHIA Board Representative
Ryan Starkenburg PDCA Representative
Mark Witherspoon At-large Representative

Paul Miller, Diane Ross, and Michael Rector attended the meeting as representatives from National DHIA and Quality Certification Services.

Quality Certification Services is incorporated as a wholly owned subsidiary of National DHIA. The Articles of Incorporation of Quality Certification Services, Inc. were reviewed.

A draft of a proposed Code of Regulations (bylaws) for QCS was reviewed.

Terms of the initial directors were discussed. The Code of Regulations specified that four of the seven initial directors would serve two-year terms and the other thee would serve one-year terms. It was determined by consensus that Jim Boyer, Lloyd Ebersole, Ryan Starkenburg, and Mark Witherspoon would serve the two-year terms and that Bruce Dokkebakken, Greg Marrs, and Steve Frank would serve one-year terms and be eligible for re-election to two additional two-year terms.

Director's compensation was discussed and it was decided by consensus that directors would be reimbursed for expenses incurred in conducting QCS business, but that that no additional compensation would be paid to directors.

The Uniform Operating Procedures of National DHIA and the International Agreement on Milk Recording Practices were reviewed.

A motion was approved to adopt the Uniform Operating Procedures of National DHIA as the data collection and processing guidelines for developing QCS audit procedures. The motion passed unanimously.

Paul Miller noted that National DHIA is expecting to work closely with the QCS Board and committees to ensure that the Uniform Operating Procedures remain up-to-date and appropriate.

It was agreed by consensus that the primary work of establishing, reviewing, and recommending changes to the QCS audit procedures and requirements for certification of service providers would be performed by Advisory Committees of certified service providers.

It was also agreed by consensus that the roles of the QCS Board would be:
1. To ensure that the audit procedures are fair and sufficient to meet the needs of the industry,
2. To approve the procedures and recommendations forwarded by the Advisory Committees,
3. To oversee the certification of service providers, and
4. To submit recommendations to the National DHIA Board for standards revision.

The structure and responsibilities of the Advisory Committees were addressed. The following decisions were made by consensus:
1. Advisory Committees will be established for;
A. Field services and meter centers,
B. Laboratories, and
C. Processing centers.
2. The purpose of each Advisory Committee will be to review the evaluation procedures and make recommendations for changes in the quality certification standards.
3. Each Advisory Committee meeting will be open for all patrons of that service to attend and participate.
4. Each Advisory Committee will nominate a chairperson to represent them on the QCS board when the term of the current chairperson expires.
5. The chairperson will be responsible for submitting recommendations from the Advisory Committee to the QCS Board.
6. The chairperson will be responsible for organizing the annual Advisory Committee meetings.

The board requested a monthly update on finances and operations from staff.

A motion was approved that the fiscal year of the company be January 1 to December 31.

A motion was approved that records submitted to the Genetic Evaluation Program must meet the following requirements:
1. Data recording must be provided by certified field service,
2. Milk meters must be checked for calibration by a certified meter center,
3. Milk samples must be analyzed by a certified milk testing laboratory, and
4. Record calculations must be performed by a certified data processing center.

A motion was approved that certification of an applicant (service provider) will be issued to all applicants that have:
1. Agreed in writing to follow the Uniform Operating Procedures and Code of Ethics for production of records.
2. A quality control system in place and enforced,
3. Demonstrated compliance with the above requirements in an audit conducted by QCS, and
4. All QCS fees paid up-to-date.

It was agreed by consensus that renewal of certification could be achieved with less comprehensive inspection and review than the initial evaluation.

A motion was approved to adopt the following initial certification fees for providers of field service that are not currently certified:
1. Field Service.......$5,800
2. Meter Center...... $1,500
3. Combination........$6,800 (with meter center and field service at one location)
A motion to adopt an initial certification fee for processing centers at $20,000 was made. The motion was amended to set the fee at $25,000. The amendment carried. The motion was approved as amended.

A motion was approved to set the initial laboratory certification fee at $5,000.

It was agreed by consensus that all requirements for certification must be completed within six months of the initial on-site inspection. Additional charges will be assessed to cover staff time and travel expenses in the event that additional on-site visits are required to complete certification due to deficiencies or lack of preparation by an applicant.

A motion was approved to establish the following options for AgSource Cooperative to achieve QCS certification of their field service and laboratories for calendar 1999:
1. Applications for certification received by May 31, 1999 will be processed at the 1999 National DHIA members QC rate for renewal of certification.
2. Applications for certification received by July 31, 1999 will be processed at the 1999 National DHIA members QC rate for renewal of certification plus $5,000.
3. Inspection by qualified independent auditors in the same manner that California DHIA has been certified for 1999. Applications must be received by July 31, 1999 and the fee for QCS staff to review the auditor's reports would be $5000.
4. Applications received after July 31, 1999 will be processed applying the initial certification rates and procedures set by the QCS board.

The President was instructed by the Board to forward this list of options to AgSource Cooperative with a letter signed jointly by the Chairperson and President.

It was agreed that recommendations from the August 30-31, 1999 meeting of the QCS Board would be reviewed by the National DHIA Board during a conference call before the Council on Dairy Cattle Breeding meeting on October 13, 1999.

The Code of Regulations for QCS required that the directors elect a President to be chief executive and operating officer of the company. It was recommended that the President be employed by National DHIA and his services provided to QCS by contract. An alternative that the President to be employed directly by QCS, Inc was proposed. The decision was deferred until more information regarding costs and operational processes could be reviewed.

Greg Marrs was elected Chairperson and conducted the remainder of the meeting. Jim Boyer was elected as Vice-Chairperson.

An executive session was held.

Michael Rector was elected President. Bruce Dokkebakken was elected as Secretary and Treasurer.

Rector was asked to submit ideas for a QCS logo.

Greg Marrs adjourned the meeting at 5:15 PM.

Respectfully submitted,
Bruce Dokkebakken
Secretary

 

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