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“Approval of decisions: bylaws and articles of incorporation may be altered or repealed, or new bylaws and articles of incorporation may be adopted in lieu thereof, by adoption of a resolution by the board of directors setting forth the proposed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. Employees and directors of hds are required to complete the conflicts of interest disclosure statement and certification annually. 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. The board of directors are not allowed to participate in deliberations or vote on issues/transactions which they have a conflict of interest nor are the hds employees allowed to pursue a transaction or arrangement that conflicts without prior approval.”

“Process for determining compensation: compensation for the ceo and officers are determined based on advice from an independent compensation consultant who uses delta dental plans association and hawaii employers council compensation survey information for comparable positions. Officer compensation is approved by the bod compensation committee. Amounts are documented in minutes and human resource department reconciles the payment at end of each year. Compensation for management and staff positions are evaluated and determined based on hawaii employers council surveys and approved by the president/ceo and executives annually.”

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

“Hawaii dental service operates to promote and encourage the betterment of the general medical and dental health of the public for the common good and general welfare of the community. Its goal is to innovate and conduct programs for dental care and to make available, on a broad scale, the benefits of the science of dentistry to members of the public. Dental coverage is available to the general public as hawaii dental service maintains an enrollment policy that is open to individuals and families, as well as small and large groups. In addition, hawaii dental service provides funding to hawaii dental service foundation which in turn provides grants to organizations that have programs in place to support oral health initiatives in the community.”

“Change in accrued postretirement liabilities -1,806,804. C3 jian investment write down -2,386,598.”