FAQs About Meeting Logistics

Q:         What is our objective for the meeting?   

A:         To change some WDS bylaws so member dentists regain some control which they have lost over many years.

Q:         When will our proposed changes go into effect, if approved?  

A:         Under the current bylaws, the Independent Directors will need to approve or reject some of the proposed changes.  Anything that does not require Independent Director approval would presumably go into effect immediately.  Those changes that require Independent Director approval would go into effect upon such approval.

Q:         What happens if the Independent Directors reject some of the changes.

A:         The Independent Directors have a fiduciary duty to WDS.  If they reject changes without any reasonable basis despite overwhelming membership support, we would consider filing suit for breach of fiduciary duty and/or to invalidate the special veto powers of Independent Directors, which we believe to be illegal.

Q:         Can we vote the dentist members off the board and install our own?   

A:         Not under the current bylaws: only the board can remove a director.  The proposed changes would allow the members to remove a member director.

Q:         Can we reverse the governance policy changes?

A:         We have elected not to try to reverse all the governance policy changes because the Independent Directors would presumably reject some of our requests and it could jeopardize WDS membership in Delta Dental.         

Q:         Who will run the meeting?         

A:         Presumably Jim Dwyer

Q:         We will have an opportunity to confront the CEO and the board members?

A:         Just attending the meeting will demonstrate your concern about WDS.  Your vote will also be heard.  Presumably there will be some chance for discussion and debate as well.

Q:         Do we have any options {plan C} if our proposed changes are not approved?

A:         We will continue our efforts to reform WDS and involve member dentists in the discussion about the future of delivery of dental care in our state.  Our next steps will depend upon what happens at the meeting, the decisions of the Independent Directors, and your feedback.  Tactics may involve publicity, lobbying, litigation, and future votes.  Everything is on the table. One thing is certain -- the dentists in Washington will not stand idly by while a small, unaccountable group singlehandedly dictates the delivery of dental care in our state.

Q:         What can we do after the meeting?        

A:         Get a beer.

Q:         Is the WSDA going to assist us at the meeting?  

A:         WSDA will provide a free lunch starting at noon in an adjacent ballroom. They will not allow organized discussion of the agenda or CDWS in their room.

Q:         Can we invite the press?

A:         Yes, but parliamentary procedure and the moderator will determine whether they can attend the meeting.

Q:         Can we make any presentations?          

A:         That is up to the moderator and parliamentary procedure.

Q:         What are Robert's Rules of Order and where can we learn about them?   

A:         Google Roberts rules.

Q:         What should we not do at the meeting to comply with antitrust issues?   

A:         We should not discuss specific fees for services, nor should we threaten or solicit any sort of group boycott of WDS.  The WSDA has a nice summary of antitrust issues, with a helpful link, here

Q:         Can we encourage everyone to drop WDS at the meeting?         

A:         No, that would neither be wise nor productive.  We hope to reform WDS through the democratic process and more participation, not by dropping WDS.

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