Hawaii Dental Service

“Description of organization's members: membership is solely available to dentists who have been duly licensed to practice in the state of hawaii and who meet any additional requirements consistent with applicable law established by the board of directors from time to time. Application is made in writing and approved by the board of directors. Members may at any time by a meeting duly called for such purpose depose or remove from office any dentist director, with or without cause, except as such removal would be contrary to law.”

“Elect board members a majority of the members of the board of directors shall be comprised of non-dentist representatives from the general public and the remaining members shall be member dentists. Member dentists and public directors respectively elect dentists and public directors to the board of directors for a three year term.”

“Approval of decisions: bylaws and articles of incorporation may be altered or repealed, or new bylaws and articles of incorporation may be adopted in lieu thereof, by adoption of a resolution by the board of directors setting forth the proposed amendment and directing that it be submitted to a vote at the annual or special meeting of the members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present in person at the meeting are entitled to cast. The bylaws may also be amended by affirmative vote of the directors then in office, without further action by the members, for the purpose of curing ambiguities, correcting or supplementing defective or inconsistent provisions, or enabling the corporation to comply with applicable laws and regulations.”

“Approved copy of form 990: the return is thoroughly reviewed by the controller prior to final review with the chief financial officer and president. A copy of form 990 is provided to the board of directors prior to filing.”

“Written conflict of interest policy: the hds compliance program contains the hds conflicts of interest policy. All employees, board of directors, and officers of hds are required to complete the conflicts of interest disclosure statement and certification to disclose any arrangements which may constitute an actual conflict of interest or give rise to the appearance of a conflict of interest annually. The hds compliance department reviews the annual conflicts of interest disclosure statement and certifications and reports potential conflicts of interests to the hds board of directors. Any actual or potential conflict of interest may also be raised by any other member of the board of directors or through normal reporting processes at hds. In addition, the organization provides annual fiduciary training to its directors and officers and reviews scenarios which may give rise to a conflict of interest. An interested person may make a presentation to the board of directors, but after such presentation, the interested person shall recuse themselves from the meeting during the discussion of, and the vote on, the arrangement involving the conflict of interest or the appearance of a conflict of interest.”

“Process for determining compensation: compensation for the ceo and officers are based on advice from an external compensation consultant using relevant market data for comparable positions. Officers compensation is approved by the board's compensation committee and documented in minutes. Compensation adjustments are processed with the company wide increases annually. Compensation for non-officer roles are adjusted based on relevant market data and approved by the officers of hds.”

“Tax returns and other required documents are available upon request.”

“Change in accrued postretirement liabilities 4,957,460. Rounding 3.”