Delta Members Approve Amendments

We did it! Delta members voted to approve amendments to the Delta Bylaws and Articles of Incorporation during the Delta Annual Member Meeting on Friday, Nov. 13.

Last Friday afternoon something historic happened. Almost 3,300 Washington dentists made their voice heard at the Delta Annual Member Meeting by adopting game-changing governance amendments to Delta’s Bylaws and Articles of Incorporation. Nearly 70% of Delta member dentists participated in this vote — close to doubling the participation in the special meetings we organized in 2017 and 2018. Thank you to everyone who voted, you made this possible!

The successful adoption of these governance changes means that we are on track to settle Bradshaw, Irwin, Russell, and WSDA v. Washington Dental Service, and that we have locked in a win better than what we could have achieved through litigation alone.

I want to thank all of the dentists who have supported our governance campaign over the past three and a half years. This accomplishment is bigger than any one dentist or WSDA. It exemplifies what we can accomplish when we work together to improve patient care. Please take a moment to let this sink in — especially in a year as tumultuous as 2020, when good news is hard to come by.

Last Friday was not the end of the book, just the end of an important chapter in our history with Delta Dental of Washington. I look forward to working with all of you in accomplishing even more in the years ahead.

We will share more about our work with Delta on advancing solutions to the state’s dental workforce shortages and other important topics as developments arise. To learn more about this ongoing work, please read the Memorandum of Understanding that Mark Mitchke and I signed on Friday after the Delta Annual Member Meeting.

Thank you for your support of organized dentistry,


Dr. Dennis Bradshaw
WSDA President

Why Are the Amendments Important?

  • The amendments ensure new mechanisms for Member Dentists to provide direct feedback and suggestions on topics of interest and concern. Delta was created by Washington dentists nearly seven decades ago; these 2020 reforms will solidify a new beginning where members dentists’ input on important matters is appreciated and considered.
  • The amendments give Delta members a say in which dentists are elected to Delta’s Board of Directors. These negotiated election reforms ensure members decide which dentists are sitting at the table when important decisions are made.
  • The amendments lock in your governance rights as a Delta member dentist and ensure they can’t be changed or taken away in the future. It is rare for providers to have any say in how a dental benefits company is run (let alone the largest in Washington). These amendments ensure that your governance rights cannot be changed without overwhelming member approval.
  • The amendments help to end the lawsuit between Delta Dental of Washington and WSDA. Ending the lawsuit will allow these two organizations to instead focus their combined resources on solving dental workforce shortages and other issues of vital importance to the dental community. 

  • Recent WDS/Delta Activities Timeline

Agreement Reached in Delta Dental of Washington Lawsuit

A New Beginning with Delta Dental: Today we are excited to announce an important accomplishment in our ongoing dental benefits advocacy on behalf of you and your patients.

Oct. 8 Update: Information on assigning your proxy and voting online is now available here.

Today we are excited to announce an important accomplishment in our ongoing dental benefits advocacy on behalf of you and your patients.

After months of negotiation, we have come to an agreement with Washington Dental Service (referred to as “Delta”) on significant amendments to Delta’s Articles of Incorporation and Bylaws which address the underlying concerns that brought WSDA and Drs. Bradshaw, Irwin and Russell to file a lawsuit against Delta in January 2019. In addition, Delta and WSDA have written a Memorandum of Understanding (MOU) that outlines the organizations’ commitments to work together on several issues of significance to Washington’s dental community, including addressing the state’s critical dental hygienist and dental assistant shortages.

This settlement, which must be approved by Delta member dentists, is a transformational victory for patients and dentists.

The following are a few highlights of our governance reform wins:

  • The process through which dentists are nominated to serve on Delta’s Board of Directors and Member Advisory Panel (MAP) has been dramatically altered. Instead of nomination processes run by the Delta Board’s Governance and Nominating Committee (a majority of whom are not dentists) or Delta staff, a four-person group made up of Delta member dentists will make all nominations for the MAP and member dentist nominations to Delta’s Board of Directors will originate in this group. This group, known as the Member Nominating Panel (MNP), will be comprised of two member dentists appointed through a process controlled by WSDA and two member dentists on Delta’s Board of Directors. MNP decisions can only be made with a minimum of three out of four members.
  • Going forward, all new member dentists on Delta’s Board of Directors must have substantial support from Delta’s member dentists in order to be elected. If multiple candidates are running for a Board seat, the candidate with the most votes will be elected; if there is only one candidate for a Board seat, that candidate can only be seated if a majority of the members vote in support of that candidate.
  • A clearly defined scope for Delta’s MAP is now being included in the Bylaws. The MAP is now charged with promoting the exchange of ideas and concerns between member dentists and Delta as well as advising Delta’s Board of Directors on policies related to patient care, claims processing, and other topics of interest. The MAP is empowered to provide feedback and suggestions to the Board of Directors and the Board will provide responses. Summaries from all MAP meetings will be shared with Delta members. These reforms provide clear two-way channels between member dentists and Delta leadership to discuss patient care concerns and other important matters.
  • Delta’s Bylaws and Articles of Incorporation will be amended to clearly state that the Bylaws can only be amended in the manner articulated in the Bylaws. This new language protects the member dentists’ governance rights from being modified without the support of two-thirds of voting member dentists and ensures that future governance changes cannot be made without members’ knowledge.
  • By January 1, 2021, WSDA and Delta will convene a joint task force to work on dental workforce shortages. This task force will explore increasing capacity at existing dental hygiene programs, creating new dental hygiene programs, assessing nontraditional training models for dental hygienists and dental assistants, and exploring the duties that are performed by dental assistants and Expanded Function Dental Auxiliaries (EFDAs).

Taken together, the governance reforms and the MOU create a platform for Delta member dentists to have a fundamentally different relationship with Delta. Delta was created by Washington’s dentists nearly seven decades ago; these 2020 reforms will be a new beginning where members’ governance rights and input are appreciated and considered. In addition, a venue has been created for Delta and WSDA to collaborate on joint efforts to tackle pressing issues for Washington’s dentists, such as dental workforce shortages, more effectively than either organization can accomplish alone. Another significant benefit of adopting these proposed amendments to Delta’s governance documents is that these wins become enshrined into the Bylaws and cannot be changed or taken away by Delta leadership in the future.

Next Steps – Members Must Approve

Though the proposed Bylaws and Articles of Incorporation (AOI) amendments have been brokered through exhaustive and robust negotiation, they cannot be enacted without the overwhelming support of Delta’s member dentists. Robust engagement and support from Delta’s member dentists has been central to WSDA’s governance campaign and we wholeheartedly believe that these negotiated reforms cannot be legitimate without your support. We need two thirds of all Delta member dentists to participate in voting and approve the AOI and at least two thirds of a quorum at Delta’s Annual Meeting to vote in support of the Bylaws amendments for both documents to take effect. The proposed governance reforms will be considered at Delta’s annual meeting on Friday, November 13. Information about proxy voting and where/how Delta’s annual meeting will be held will be shared in future communications.

We ask all Delta member dentists to carefully consider the proposed Bylaws and Articles of Incorporation amendments before you.

A breakdown of what these amendments do and how they address the underlying issues raised through the litigation can be found here. An FAQ document can be found here.

Links are now available to:

We are confident that after reviewing these proposed reforms, you will feel, as we do, that they are a significant step forward in improving member dentists’ relationships with Delta.

Please vote to pass these amendments on November 13 at Delta’s annual member meeting.

How Did We Get Here?

In Spring 2017, the leadership of WSDA, all of whom were member dentists of Delta, initiated a governance campaign to shift the direction of Delta and transform its relationship with its member dentists. This initiative was focused on increasing transparency into Delta’s governance and decision-making processes, creating vehicles for member dentists to have meaningful dialogue with Delta about patient care, and advocating for more open nominations and contested elections for the member dentist positions on Delta’s Board of Directors.

Over the past three and a half years, this campaign has yielded many positive developments including two rounds of special meetings with Bylaws amendments adopted by over 91% of member dentists who participated, a petition of no confidence in the leadership of former Delta CEO Jim Dwyer, and a lawsuit filed by Drs. Bradshaw, Irwin, Russell, and WSDA after Delta’s Board of Directors vetoed the Bylaws amendments overwhelmingly adopted by the member dentists in 2018.

Delta’s leadership has made a significant shift since our governance campaign began in 2017. Jim Dwyer, whose statements and actions in both public and private led us to believe he neither respected nor valued a strong partnership with his organization’s member dentists, was replaced in late 2018 with Mark Mitchke who, in nearly two years as CEO of Delta, has taken actions to re-forge a strategic partnership with Delta’s member dentists. In addition, new voices with serious concerns about the direction that Delta had taken over the past several decades were added to Delta’s Board of Directors as member dentist representatives.

The COVID-19 Pandemic and Governor Inslee’s executive order that sought to prohibit non-urgent dental care for two months brought the leaderships of Delta and WSDA together to work on supporting Washington’s dentists in providing dental care during a pandemic. These ongoing COVID-19 activities demonstrated to both parties an ability to work together collaboratively and also have constructive dialogue on topics where there is not agreement. Talks related to COVID-19 paved a way for Delta and WSDA leadership to both talk about amicably settling the lawsuit as well as the underlying issues that promulgated WSDA’s governance campaign.

For over four months, the leaderships of Delta and WSDA have talked at least weekly about the litigation and several other topics of import to Washington’s dental community. These discussions started in May related to COVID-19 relief collaboration. In early July litigation discussions began in earnest and, in early September, resulted in consensus on significant amendments to Delta’s Articles of Incorporation and Bylaws as well as an MOU that sets forth the organizations’ commitments to work together on several issues of great importance to Washington dentists. Both the Delta and WSDA Boards of Directors unanimously support the Bylaws amendments, Articles of Incorporation amendments, and the MOU.

A New Beginning

While this settlement, if approved by the Delta member dentists, marks the end of our lawsuit against Delta, it does not mean we are ending our dental benefits-related advocacy on behalf of Washington’s dentists. The proposed governance changes and the MOU articulate a future role for WSDA in fortifying Delta member dentists in the execution of their governance rights. WSDA will continue to help members address patient care issues with Delta leadership and ensure that members have the information needed to determine who should represent the member dentists on Delta’s Board of Directors and MAP. WSDA will stay active in monitoring Delta’s activities and continue to raise concerns and objections when warranted.

The end of litigation against Delta will conclude a chapter in WSDA’s history of advocating for its member dentists and their patients. A new, more collaborative chapter is beginning. We look forward to working with you in this new phase.


Dr. Dennis L. Bradshaw
Dr. Christopher Delecki
Dr. Todd R. Irwin
Mr. Bracken R. Killpack
Dr. Bernard J. Larson
Dr. Cynthia R. Pauley
Dr. Nathan G. Russell
Dr. Ashley Ulmer

Antitrust Law

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