Delta Dental Plans Association

“Some of ddpa's 501(c)(4) member companies are affiliated with each other. The following ddpa directors are co-directors and/or co-officers of organization(s) directly or indirectly affiliated with each such ddpa director's respective 501(c)(4) member company: 1. Laura czelada., m.s., philip a. Wenk, d.d.s., ed choate, and jude thompson 2. James d. Dwyer, frank lucia, and denny peterson 3. Anthony barth and belinda martinez 4. Anthony barth, belinda martinez, and marianne ortiz”

“The organization has two classes of members - active and affiliate. The active members are dental service corporations actively engaged in administering a prepayment program or programs. The term "dental services corporation" means any not-for-profit corporation organized principally to provide dental health care services by means of contracts with dentists. The affiliate members are any not-for-profit dental care companies located outside the united states, and any for-profit corporation which desires to cooperate with the corporation or its members or affiliates in providing dental prepayment programs to the public.”

“The organization has two classes of membership - active and affiliate. Any dental service corporation that is actively engaged in administering a prepayment program or programs is eligible for active membership. The term "dental services corporation" means any not-for-profit corporation organized principally to provide dental health care services by means of contracts with dentists. To be eligible for affiliate membership, an organization must be (i) a not-for-profit dental care company that is located outside the united states, its territories and possessions; or (ii) a corporation, which may be a for-profit corporation (and including any entity located outside the united states, its territories and possessions), which desires to cooperate with the organization and/or its affiliates in providing dental prepayment programs to the public. An organization wishing to become a member must apply and be approved for membership. Members maintain their member status by paying annual dues and assessments and complying with the organization's membership standards and other requirements. The members have the power (a) to approve amendments to the organization's articles of incorporation, bylaws and the membership standards portion of the membership standards and guidelines adopted by the members, (b) to set and revise annual dues, and (c) to elect and remove the organization's board of directors.”

“Amendments to the organization's articles of incorporation and bylaws are initiated by the board of directors but require approval of the members to be effective. Please see the response to part vi question 7a for more information about the class or classes of members and the nature of their voting rights.”

“The organization follows a written policy that is designed to ensure appropriate oversight and review of the form 990. An internal working group including the organization's ceo & president, vp strategic development & finance, controller, legal counsel and others, help compile an initial draft form 990. Once a complete draft is developed and reviewed by the working group, the draft (with all attachments) is submitted to the organization's audit & finance committee for its review. The audit and finance committee is comprised of the organization's secretary/treasurer, the secretary/treasurer of a related organization (typically, this individual is also a director of the organization), and three to five other directors of the organization. The organization's ceo, vp strategic development & finance, and controller also attend and participate in the meeting of the audit and finance committee at which the form 990 is reviewed and finalized. This audit & finance committee completed its review in september 2019, prior to the filing of the form 990. The final form 990, together with all attachments, was then posted on the organization's board portal for the full board of directors to review prior to filing with the irs.”

“The organization's written conflict of interest policy covers any director, officer or member of a committee with board delegated powers. The policy also covers each of the organization's current key employees. It requires disclosure of all material facts regarding any actual or potential conflicts of interest on an ongoing basis. Disclosure is made to the board or committee considering the proposed transaction. The board or committee determines by a majority of its disinterested board or committee members whether a conflict of interest exists. The chairperson may appoint a committee of disinterested persons to investigate alternatives to the proposed transaction. The board or committee determines whether the organization can obtain a more advantageous transaction under circumstances that would not give rise to a conflict and, if not, whether it is in the organization's best interests to go forward with the transaction. Any conflict issues that arise during the course of a board or committee meeting that cannot be resolved are referred to the governance committee. Each person subject to the organization's conflict of interest policy is required per the organization's bylaws to complete an annual conflict of interest disclosures form and has a continuing duty to update it. Conflict of interest disclosure statements and amendments are reviewed annually by the governance committee in conjunction with legal counsel and a report of the disclosed interests is made to the organization's board. The board's conflict of interest policy and its effectiveness is reviewed at least annually by the governance committee and any recommended changes are presented to the board. If a person fails to file the annual disclosure statement and annual certification, that person may be prohibited from attending and participating in meetings until it is filed. If the board or committee has reason to believe a member has failed to disclose, it investigates the matter. If it is determined that a person has failed to disclose an actual or potential conflict, the board may take appropriate disciplinary and corrective action, which may include pursuing removal of a director. Records of all deliberations and decisions regarding actual or potential conflicts of interest are kept.”

“Compensation arrangements for the ceo and other disqualified persons are reviewed and approved by the compensation committee of our board of directors. This committee consists entirely of individuals who do not have any conflicts of interest as to the arrangements being reviewed. The committee reviews and relies upon comparability data provided by an independent compensation consultant, and on the consultant's expert recommendations. Deliberations and decisions of the committee are contemporaneously documented. This process is undertaken annually with respect to the ceo and all other disqualified persons. It was last undertaken in february 2019.”

“The organization's articles of incorporation may be obtained by the public by ordering them from the illinois secretary of state. The bylaws, conflict of interest policy, and financial statements of the organization are available to all member companies but not otherwise publicly available.”

“The executive & compensation committee makes decisions on specific matters that may be delegated to it, and addresses emergency or time-sensitive matters that arise between meetings of the full board. It also oversees the development and implementation of the organization's strategic plan and serves as the organization's compensation committee. The committee consists of directors of the organization. All actions taken by the committee must be reported to the board at the next meeting of the board or within thirty (30) calendar days, whichever occurs first.”

“The organization has a committee that assumes responsibilty for oversight of the audit, review, or compilations, and for selection of the independent accountant. This process has not changed from the prior year.”