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Washington State Dental Association

WSDA's Initiative Concerning WDS/Delta Dental


WDS/Delta Special Meetings

Date: Wednesday, September 6
Time: 2:00 p.m. (voting registration opens at 12:00 p.m., please arrive by 1 p.m., especially if you have multiple proxy forms)
Location: Lynnwood Convention Center
Room: 2DE

WSDA Pre-Special Meetings Gathering

Date: Wednesday, September 6
Time: 11:30 a.m.
Location: Lynnwood Convention Center
Room: 1DEF


Can't attend but want to support the bylaw amendments?

Need to find another dentist to serve as your proxy?

Never received your proxy form in the mail OR already sent your form to Delta but want to revoke it/change your vote?

(The form with the latest date will be the one that counts.)


Collecting Proxy Forms From Dentists Who Can't Attend?

Please let us know if you have collected proxy forms from other WDS/Delta member dentists to bring to the special meetings on September 6. You may fill out this form multiple times as you continue to collect proxy forms or if you currently hold more forms than the name fields allow. Please only indicate the proxy forms you have physically collected at the time of filling out this form. 


Proposed WDS/Delta Bylaw Amendments: What Would They Do?

Ensure Delta's Decisions Are Patient Care-Focused

  • Require that 94% of Delta revenues be directed to paying for patient care, and require any administrative costs above 6% be refunded to those purchasing coverage.
  • Require that Delta, like other health insurance providers, work with the Office of the Insurance Commissioner and participate in an independent review board when there is a dispute between the company and a provider over care decisions.
  • Require that Delta Board of Directors formally vote on all recommendations from its Member Advisory Board regarding patient care procedures, claims processing and other issues, and make the results of those votes available to the Member Advisory Board and Delta members.

Make Delta More Responsive to Patients and Its Member Providers

  • Redefine independent director to align with the instructions set forth in Internal Revenue Service Form 990.
  • Eliminate the requirement that independent directors constitute the majority of the Governance and Nominating Committee.
  • Remove the provision that the President and CEO is automatically a member of the board without a vote of the Delta members.
  • Provide additional opportunities for Delta members to nominate individuals to serve as directors of the corporation.
  • Encourage contested elections for director positions and require written ballots, with the disclosure of results to Delta members.

Give Delta Members More Visibility Into Its Operations

  • Require that Delta disclose its administrative expenses by category, as well as detailed financial statements of all affiliated entities, including corporate contributions to its foundation and how these contributions are used, particularly regarding lobbying and commercial advertising.
  • Require that Delta disclose the percentage of claims denied and, of those, the percentage reviewed by a licensed dentist in making the denial decision.
  • Require that Delta make corporate records, including Board of Directors and all committee meetings minutes, available to Delta members for their review consistent with state law.

Response to WDS/Delta's Antitrust Concerns

On July 24, WDS/Delta sent a letter to its members titled "Anti-trust information" in regard to proposed bylaw amendments brought forth by many of its members. You may read the letter here. 

Members of the WSDA Board of Directors recently received another letter from members of the WDS Board voicing antitrust concerns. You may read this letter here. 

WDS/Delta members of the WSDA Board of Directors sent a letter in response, addressing and responding to the Delta Board members' antitrust concerns. Find highlights from the letter below, or view a full PDF version here.

“…we do not believe the proposed bylaw amendments raise fee schedule or antitrust concerns. The proposed amendments must be read in concert with the entire body of the bylaws and with the board’s duty to comply with the bylaws and all applicable laws, including antitrust laws.

“…when the proposed amendments are read as part of the entire body of bylaws, there should be no concern they would permit improper pricing or antitrust violations. Only a board acting contrary to the total body of the bylaws and in breach of its fiduciary duty could allow the proposed amendments to lead to the ‘destruction’ suggested by your letter. We have no reason to believe any of the signatories to the aforementioned letter, or any other directors of WDS, would breach their fiduciary duty or act contrary to the bylaws.

“If this does not address your antitrust concerns, we implore WDS to be specific instead of continuing to speak in vague generalities. Such rhetoric is not seen by member dentists as raising constructive concerns but instead is seen as a scare tactic. We welcome the opportunity to have our legal counsel discuss with the counsel of WDS its concerns related to the antitrust laws and work with them to address any issues.”


Previous Communications


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