California Dental Association

“Decisions of the board affecting the governance structure of the organization are subject to ratification by the house of delegates.”

“The board of directors has delegated the review of the form 990 to the audit committee. The organization's cfo and vp of finance work closely with the outside accounting firm it engages to prepare the return; and reviews the draft of the form 990 prior to providing the draft to the audit committee. In addition to consulting with the cfo and vp of finance, the audit committee also met with the accounting firm hired to prepare the form 990. Subsequent to its review, the audit committee informed the board that it had reviewed the form 990 and the final draft was provided to the entire voting board before the return was filed.”

“The cda legal department is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflicts of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership or key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflicts of interest policy; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire. The completed questionaires are reviewed by the legal department and any persons with actual or potential conflicts are informed verbally or via written communication. The procedures for addressing any conflict of interest includes, but is not limited to, the following: (1) the conflicting interest is fully disclosed to the board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; and (4) the transaction of action must be approved by a majority of disinterested persons.”

“A committee, consisting of the current, incoming and outgoing presidents of the association, none of which have a conflict of interest with respect to the compensation agreement, is accountable for setting a reasonable compensation package for the executive director. The board develops,consistent with the organization's strategic plan, philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation for the executive director. The committee also hires a qualified independent compensation expert to review, analyze and provide benchmarking data for the total compensation and benefits packages of the executive director, officers and key employees. Appropriate comparability data is obtained from the independent experts, i.e., total economic benefits paid by similarly situated organizations (both taxable and tax exempt) for similar job responsibilities. California dental association (cda) uses a market-based compensation program to attract, retain and motivate the best employees possible by ensuring it pays competitively when compared with an appropriate labor market. Cda benchmarks (i.e. Compares like jobs) as many positions as possible using reliable salary surveys that provide data for markets where cda competes for talent. Given the mix of non-profit and for-profit companies within the cda group of companies, both non-profit and for-profit organizations are considered when establishing benchmarks for each position. Cda establishes the midpoint of its pay ranges at the 50th percentile of the competitive markets. Based on data from these surveys, cda works with outside subject matter experts to develop appropriate pay ranges and structures and places similar value jobs together in the same pay ranges. These ranges are used to provide guidance to managment upon hiring and for future pay decisions. Outside subject matter experts are also used to individually benchmark senior management jobs and make pay recommendations. Cda's compensation philosophy is to hire competitively based upon market, skills, knowledge, abilities, and prior experience. Market data and individual performance are reviewed annually in determining performance based pay increases. A compensation market analysis is conducted on a regular basis and adjustments are made to the salary ranges and structures, as required. This process was reviewed and approved by the cda audit committee. Form 990, part vi, section b, line 16b while cda has not adopted a written policy or procedure requiring steps be taken to safeguard its tax-exempt status when entering into joint venture agreements, by practice, it only enters into such agreements where cda is a controlling partner or member and specific language has been added to the joint venture agreement which states that the joint venture will follow cda's exempt purpose and remain in-line with those principals.”

“While federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection, the organization makes its financial statements available upon request.”

“Unrealized gain/loss on investments 595,124.”

“The organization has not changed the oversight process or selection process in regards to the audit of the organization's financial statements.”