159th Annual Session Honolulu, Hawaii October 19

159th Annual Session

Honolulu, Hawaii

October 19–22, 2018

Pages 152–xxx

2018

Transactions

American Dental Association

211 East Chicago Avenue

Chicago, Illinois 60611

152

Table of Contents

Minutes of the Board of Trustees

155

February 11–13, 2018

195 March 14, 2018

198 April 21–24, 2018

211 May 30, 2018

212 June 23, 2018

215 August 11–14, 2018

242 September 23–25, 2018

275 October 23, 2018

284 December 16, 2018

Minutes

of the House of Delegates

288 October 19–22, 2018

Continuing Education Program

387 Continuing Education Program

389 Directory of Officers, Trustees, Senior Staff, Councils,

Commissions, Committee on Local Arrangements

Appendix

399 Historical Record

403 Attendance Record of the House of Delegates

414 Index of Resolutions

xxx Index

153

Minutes of the

Board of Trustees

February 11–13

March 14, 2018

April 21–24

May 30

June 23

August 11–14

September 23–25

October 23, 2018

December 16, 2018

154

Notes

2018 BOARD, FEBRUARY 155

Minutes of the Board of Trustees

February 11–13, 2018

Headquarters Building, Chicago

Call to Order: The third regular meeting of the Board of Trustees of the American Dental Association was

called to order by Dr. Joseph P. Crowley, president, on Sunday, February 11, 2018, at 1:00 p.m. in the Board

Room of the ADA Headquarters Building, Chicago.

Roll Call: Officers and members of the Board of Trustees in attendance were: Joseph P. Crowley, Jeffrey M.

Cole, G. Lewis Mitchell, Jr., Richard A. Huot, Glen D. Hall, Ronald P. Lemmo, Kathleen T. O’Loughlin,

Rickland G. Asai, Robert N. Bitter, Richard C. Black, Raymond A. Cohlmia, Judith M. Fisch, Chad P. Gehani,

John F. Harrington, Jr., Linda K. Himmelberger, Daniel J. Klemmedson, Billie Sue Kyger, Kenneth McDougall,

Kirk M. Norbo, Lindsey A. Robinson, Julio H. Rodriguez, Cesar R. Sabates, George R. Shepley, and Roy

Thompson.

Following the roll call, Dr. Hall announced that a quorum was present.

The following ADA staff were in attendance for all or portions of the meeting at the invitation of the president:

Marcelo Araujo, vice president, Science Institute; Jerome K. Bowman, chief, Governance and Strategy

Management; J. Craig Busey, Esq., general counsel; Judith Fleeks, vice president, Human Resources, James

Goodman, senior vice president, Business and Conferences; Michael A. Graham, senior vice president,

Government and Public Affairs; Stephanie Moritz, chief communications officer; David Preble, senior vice

president, Practice Institute; Robert Quashie, vice president, Business Operations and Strategy; Bill

Robinson, vice president, Member and Client Services; Paul Sholty, chief financial officer; Michael D.

Springer, senior vice president, Business and Publishing; Marko Vujicic, chief economist and vice president,

Health Policy Institute; James Willey, senior director, Practice Institute; and Anthony Ziebert, senior vice

president, Education/Professional Affairs.

Guests in attendance for a portion or portions of the meeting included: Dr. Michael Glick, editor, The Journal

of the American Dental Association; Dr. Nipa Thakkar, chair, New Dentist Committee; Dr. William Calnon,

president, ADAF; Mr. Nick Falco, executive director, ADAF, Dr. Thomas Hart, senior director, Volpe Research

Center, Mr. Bill Gastrock, principal, Continuum Innovation; Mr. Ed O’Brien, vice president, Business

Development, Continuum Innovation; Dr. Ruma Simhan, Business Model Project Management Team, and Mr.

Andrew Reynolds, Business Model Project Management Team.

Others in attendance for all or portions of the meeting were: Tomisena Cole, senior manager, Board and

House Matters; Thomas C. Elliott, Jr., Esq., deputy general counsel; Judith Jakush, editor, ADA News;

Michelle Kruse, director, Administrative Services; Molly Potnick, coordinator, Board and House Matters; and

Kyle Smith, manager, House of Delegates. Other ADA staff members were in attendance for specific agenda

items.

Before consideration of business, Dr. Crowley called attention to the ADA Disclosure Policy statement

included on the meeting agenda and the requirement to disclose any conflicts of interest. No conflicts were

disclosed at this time.

156 2018 BOARD, FEBRUARY

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Preliminary

Approval of Agenda and Consent Items

Approval of Agenda. Before requesting approval of the agenda, Dr. Crowley asked if there were any items

of new business. The following items of new business were identified:

 House of Delegates Survey Results (Dr. Fisch)

 Verbal Report of the Commission on Dental Accreditation (Dr. Bitter)

Without objection the new items of business were added to the agenda and the amended agenda was

adopted.

B-1-2018. Resolved, that the agenda be approved as the official order of business for the current

meeting of the Board of Trustees except that the President may alter the order of the agenda when

necessary to expedite business.

Approval of Consent Calendar. Dr. Crowley reviewed the list of proposed consent items; the following report

was removed from consent.

 Report of ADA Business Enterprises, Inc.

The amended consent calendar was adopted by the Board of Trustees.

B-2-2018. Resolved, that the resolutions contained on the Consent Calendar for Board of Trustees

consideration, as amended, be approved and reports be filed.

Approval of Minutes of Previous Sessions

Minutes of the October 24, 2017, Meeting of the Board of Trustees. The following resolution was adopted

(consent calendar action).

B-3-2018. Resolved, that the minutes of October 24, 2017, meeting of the Board of Trustees, as

corrected, be approved.

Minutes of the December 4, 2017, Meeting of the Board of Trustees. The following resolution was adopted

(consent calendar action).

B-4-2018. Resolved, that the minutes of December 4, 2017, meeting of the Board of Trustees, as

corrected, be approved.

Minutes of the November 21, 2017, Conference Call Meeting of the Board of Trustees. The following

resolution was adopted (consent calendar action).

B-12-2018. Resolved, that the minutes of the November 21, 2017 special session of the Board of

Trustees, as corrected, be approved.

2018 BOARD, FEBRUARY 157

Report on Mail Ballot Actions: In accordance with the Organization and Rules of the Board of Trustees,

mail ballot actions are required to be reported in the minutes of the next regular meeting of the Board of

Trustees. Accordingly, the following mail ballot actions are presented. Each mail ballot resolution was

unanimously approved (consent calendar item).

September 26, 2017—Mail Ballot #1

Premium Credit Proposals for the ADA Members Insurance Plans

B-111-2017. Resolved, that the following premium credit proposals for the ADA Members Insurance

Plans, as recommended by Great-West Financial for the 2018 plan year and transmitted by the

Council on Members Insurance and Retirement Programs, are hereby approved:

 a 51% premium credit effective January 1, 2018 for the Life Plans,

 a 35% premium credit effective November 1, 2017 for the Disability Income Protection

 Plan,

 a 45% premium credit effective February 1, 2018 for the Office Overhead Expense Plan,

and

 a 45% premium credit effective October 1, 2017 for the MedCASH, Hospital Indemnity and

Critical Illness Plans.

Estimated Royalty Proposals for ADA Members Insurance Plans

B-112-2017. Resolved, that the following estimated royalty proposals for the ADA Members

Insurance Plans, as recommended by Great-West Financial and transmitted by the Council on

Members Insurance and Retirement Programs, are hereby approved for payment to ADA in 2018:

 an estimated $5.6 million from the Life Plans,

 no royalty payment to ADA from the Disability Income Protection Insurance Plan,

 an estimated $1.1 million from the Office Overhead Expense Insurance Plan, and

 an estimated $136,000 from the MedCASH, Hospital Indemnity and Critical Illness Plans

Reports of Standing Committees of the Board of Trustees

Report of the Audit Committee: On behalf of the Committee, Dr. Rickland G. Asai, chair, presented the

report of the Audit Committee’s February 9, 2018, meeting. The report identified major topics discussed,

reports received and actions taken.

Report of the Budget and Finance Committee: On behalf of the Committee, Dr. Lindsey A. Robinson,

chair, presented the report of the Budget and Finance Committee’s February 10, 2018, meeting. The report

identified the major topics discussed, reports received and actions taken. The Committee presented its

recommendations on the following resolutions for the Board of Trustees’ consideration.

Board Contingency—Task Force on Assessment of Readiness for Practice. Dr. Robinson moved

Resolution B-9 with the Committee’s recommendation to adopt; on vote Resolution B-9 was adopted by the

Board of Trustees.

158 2018 BOARD, FEBRUARY

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B-9-2018. Resolved, that the following appropriation be made from the Board Contingency and be

allocated to line items in stated cost center in accordance with the terms of the supplemental

appropriation request to fund ADA’s participation and support of the 2018 meetings of the Task Force

on Assessment of Readiness for Practice.

(Cost Center 090-1390-000)

Support for Up to $65,200 Task Force on Assessment of Readiness for Practice

Board Contingency—ADA Credentialing. Dr. Robinson moved Resolution B-10 with the Committee’s

recommendation to adopt; on vote Resolution B-10 was adopted by the Board of Trustees.

B-10-2018. Resolved, the following appropriation be made from the 2018 Board Contingent fund to

cover the staffing costs for a full-time employee (FTE) to manage the ADA Credentialing Service joint

solution with CAQH.

Board Contingent Fund

Cost Center: 090.1500.000

Amount: Up to $162,000

Board Contingency—Kentucky Dental Association. Dr. Robinson moved Resolution B-18 with the

Committee’s recommendation to adopt; on vote Resolution B-18 was adopted by the Board of Trustees.

B-18-2018. Resolved, that up to $50,000 be allocated from the Board Contingent fund to support

Kentucky Dental Association’s member growth efforts.

(Cost Center 090-1300-000)

Support for Up to $50,000 - ADA’s Support of the Kentucky Dental Association’s

Member Growth Efforts

Board Contingency—December Board Retreat. Dr. Robinson moved Resolution B-21, as amended by the

Committee, with the Committee’s recommendation to adopt; on vote Resolution B-21 was adopted by the

Board of Trustees.

B-21-2018. Resolved, that up to $3522,000 be allocated from the Board Contingent fund to support

the December 2018 Board Retreat. (Cost Center 090-1300-000)

Board Contingency—Puerto Rico Dues Waiver. Dr. Robinson moved Resolution B-22 by the Committee

with the Committee’s recommendation to adopt; on vote Resolution B-22 was adopted by the Board of

Trustees.

B-22-2018. Resolved, that the following appropriation be made from the Board Contingency and be

allocated to line items in the stated cost center in accordance with the terms of the contingency

request to cover the costs of funding 2018 membership dues hardship waivers for the 2017 ADA

Members of the Colegio de Cirujanos Dentistas de Puerto Rico due to the devastation of Puerto Rico

from Hurricane Maria.

Division of Member & Client Services

(Cost Center 130-0450-000)

2018 Dues waivers for 2017 ADA Members of the Colegio de Cirujanos Dentuistas de

Puerto Rico – up to $94,031

Board Contingency—National Academies’ Workshop. On behalf of the Committee, Dr. Robinson moved

Resolution B-23 with the Committee’s recommendation to adopt. A motion was made to amend B-23 by

changing $100,000 to $75,000. On vote, the proposed amendment was not adopted. On vote, Resolution B-

23 was adopted by the Board of Trustees.

2018 BOARD, FEBRUARY 159

B-23-2018. Resolved, that up to $100,000 be allocated from the Board Contingency fund to support

the National Academies’ Workshop in December 2018.

Division of Administrative Services

(Cost Center 090-1050-000)

Up to $100,000 – Funding to Support the National Academies’ Workshop in December

2018

Rebalancing of Reserves. On behalf of the Committee, Dr. Robinson moved Resolution 31 with a

recommendation to adopt. On vote, Resolution 31 was adopted by the Board of Trustees.

B-31-2018. Resolved, that the Board approves the implementation of a strategy recommended by

the ADA’s outside investment advisors to adjust ADA reserve investment cash balances so that they

are sufficient for the Q2 2018 and Q3 2018 reserve spending needs and then rebalance the ADA long

term investment portfolio consistent with the ADA’s existing investment portfolio targets and identified

in the ADA’s long term investment policy: and be it further

Resolved, that the Budget and Finance Committee review the strategy in the second quarter of 2018.

Report on the Final Status of the 2017 Board Contingency. A Board Contingency of $1,000,000 was

authorized in the 2017 budget. The Board of Trustees approved total requests in the amount of $1,421,605,

leaving a deficit balance of $421,605.

Report on the Status of the 2018 Board Contingency. A Board Contingency Fund of $750,000 was

authorized in the 2018 budget. Mr. Paul Sholty reported a remaining balance of $519,000.

Approval of Fourth Quarter Financials. Dr. O’Loughlin reported that the Board of Trustees would not get

the Fourth Quarter Financials until the unaudited financials are completed, which will be sometime late March.

Dr. O’Loughlin provided a verbal report.

Report of the Compensation Committee: This report was presented during the Board of Trustees closed

session. In open session, the following resolutions were considered and adopted without objection by the

Board of Trustees.

B-33-2018. Resolved, that timing of the performance evaluation of the Executive Director occur such

that it includes review of the full prior year’s financial performance and also best allows evaluation

findings to be applied to influence current year’s operating goals to the greatest extent possible, and

be it further

Resolved, that the Board conduct the 2017 Executive Director performance evaluation through a

special telephonic meeting of the Board to occur at a time to be determined, and be it further

Resolved, that Resolution B-26-2017, be rescinded.

B-34-2018. Resolved, that the Board approve the 2018 Executive Director’s goals as revised and

attached.

The 2018 Executive Director’s goals are appended on page 194.

Report of the Diversity and Inclusion Committee:

On behalf of the Diversity and Inclusion Committee, Dr.

Chad P. Gehani, chair, presented the report of the Committee’s February 9, 2018, meeting. The report

identified major topics discussed, reports received and actions taken. Dr. Gehani moved Resolution B-30 with

the Committee’s recommendation to adopt; on vote, Resolution B-30 was adopted by the Board of Trustees.

160 2018 BOARD, FEBRUARY

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B-30-2018. Resolved, that in response to the recommendation from the Committee on Diversity and

Inclusion, up to eight more class members be added to each future class of the Institute through a

budget neutral approach of delegating four paid spots to the following sponsoring organizations:

 Meharry Medical College of Dentistry

 Howard University School of Dentistry

 University of Illinois at Chicago

 University of Puerto Rico

 American Association of Women Dentists

 Hispanic Dental Association

 National Dental Association

 Society of American Indian Dentists

Report of the Governance Committee: On behalf of the Governance Committee, Dr. Lindsey Robinson,

chair, presented the report of the Committee’s February 9, 2018, meeting. The report identified major topics

discussed, reports received and actions taken.

On behalf of the Committee, Dr. Robinson moved Resolution 24; on vote Resolution B-24 was adopted by the

Board of Trustees.

B-24-2018. Resolved, that the section of the Organization and Rules of the Board of Trustees

entitled “ADA/FDI World Dental Federation Delegation” and “USA National Liaison Officer to FDI

World Dental Federation” be stricken, and be it further

Resolved, that the Governance Committee shall insert the following provisions in the appropriate

location in the Organization and Rules of the Board of Trustees, effective immediately.

ADA/FDI World Dental Federation Delegation:

Delegates: The primary role of an ADA Delegate is to represent the ADA at the FDI Annual

Congress, namely the FDI General Assembly, Open Forums and all other business meetings during

the Congress. This includes preparation leading up to the FDI Congress. The President or the

President’s designee shall be the spokesperson for the ADA FDI delegation.

Delegate Selection: Subject to funding allocated in the approved budget, the ADA/FDI Delegation

shall consist of 10 delegates as follows. The delegates shall be the USA National Liaison Officer, who

shall serve as delegation chair, the current President, the current President-elect, the Immediate Past

President, and the Previous Immediate Past President. In addition, the President shall appoint to

one-year terms a fourth-year trustee, a third-year trustee, a second-year trustee, a first-year trustee,

and an additional presidential appointee as delegates. Subject to funding, there shall be two alternate

delegates, who are ADA members who shall be appointed by the president. In the event a smaller

delegation is funded in any given year, the president shall choose which delegate positions to fill.

Vacancy: In the event a delegate position becomes vacant, the President shall appoint an ADA

representative for the unexpired portion of the term. In the event a delegate position becomes vacant

temporarily, the President shall appoint a substitute from among ADA representatives present at the

meeting.

National Liaison Officer: The National Liaison Officer (NLO) is an FDI-mandated position for each

national dental association. The NLO is the primary year-round communication conduit between the

ADA and the FDI. The ADA/FDI delegation shall select by majority vote a nominee for NLO to forward

to the Board. The delegation shall decide on the method of voting; if any delegate requests a written

ballot or mail ballot (if voting occurs outside a delegation meeting), such request shall be honored.

The delegation shall forward the nomination to the Board as early as possible to minimize the risk of a

2018 BOARD, FEBRUARY 161

vacancy in the NLO position. The Board shall vote to accept or reject the nomination. If the Board

rejects the nomination, the delegation shall submit a new nomination as soon as practicable for action

by the Board. The NLO shall serve for a period of four years effective at the end of the previous

NLO’s term. In the event of a vacancy in the office of NLO, the president shall select a new NLO to

serve the remainder of the NLO’s unexpired term.

NLO Duties: The NLO shall have the following duties:

 The NLO shall be the chair of the ADA/FDI delegation and shall preside as chair over

delegation meetings.

 The NLO shall help the delegation pursue a multi-year strategy, develop long-term leadership

and greater consistency from year to year.

 The NLO, working with staff, shall assure that FDI draft policy statements are circulated for

input from appropriate ADA personnel and that any comments on draft position statements

are approved by the delegation (majority vote).

 The NLO shall coordinate testimony at the FDI congress by delegation members in order to

avoid duplication and maximize the delegation’s impact.

 The NLO shall serve as the personal contact and link between the ADA and its membership

and the FDI, and will be the driving force in the promotion of the FDI World Dental Congress

and FDI publications.

 The NLO shall report on behalf of the delegation to the Board annually. This may be in

writing or in person, at the discretion of the ADA President.

ADA/FDI Delegation Meetings: The FDI delegation shall meet at least once, in person, prior to the

FDI meeting, subject to funding allocated in the annual budget. Attendance at delegation meetings

shall be limited to delegates and alternates, appropriate staff and ADA representatives actively

participating on FDI work groups, task teams and committees and the Council. Others may attend

upon the prior consent of the delegation but shall not participate without the consent of the

delegation.

ADA Candidates for FDI Positions: The delegation shall make recommendations to the ADA Board,

with appropriate background material, about support for particular ADA candidates for FDI positions.

In making these recommendations, the delegation shall decide on the method of voting; if any

delegate requests a written ballot or mail ballot (if voting occurs outside a delegation meeting), such

request shall be honored. The ADA Board shall determine whether to support any ADA candidate for

an open FDI position.

Delegate Voting at the FDI General Session: At the FDI general session, the FDI delegation is not

required to engage in bloc voting. ADA FDI delegates’ votes at FDI should be guided by applicable

ADA policy, when such policy exists.

On behalf of the Committee, Dr. Robinson moved Resolution 25; o

n vote Resolution B-25 was adopted by the

Board of Trustees.

B-25-2018. Resolved, that the Organization and Rules of the Board of Trustees be amended on

pages 8-9, relating to the Committee on Annual Meetings as indicated below (new language

underscored; deletions stricken):

Vacancies: The President shall appoint a general committee member subject to Board approval if a

vacancy occurs. If the term of the vacated general member position has less than fifty percent (50%)

of a full four five-year term remaining at the time the successor general member is appointed or

elected, the successor general member shall be eligible for election to a new four five-year term. If

fifty percent (50%) or more of the vacated term remains to be served at the time of the appointment,

the successor general member shall not be eligible for another term.

162 2018 BOARD, FEBRUARY

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On behalf of the Committee, Dr. Robinson moved Resolution 26; on vote Resolution B-26 was adopted by the

Board of Trustees.

B-26-2018. Resolved, that the Governance Committee shall insert the following provisions in the

appropriate location(s) in the Organization and Rules of the Board of Trustees, effective immediately.

Whenever circumstances cause the terms of House members on any particular Committee being

coterminous, the senior House member’s term shall be extended by one year. Should the senior

House member reject the extension, the junior House member’s term shall be extended by one year.

Should the House members have equal seniority on a Committee, the President shall decide which

members’ term shall be extended by one year.

On behalf of the Committee, Dr. Robinson moved Resolution 27; on vote Resolution B-27 was adopted by the

Board of Trustees.

B-27-2018. Resolved, that effective immediately the attached Appendix A version of the Standing

Rules for Councils and Commissions replace the existing document, and be it further

Resolved, that this document be shared with the appropriate agencies.

The Standing Rules for Councils and Commissions document is appended on page 176.

On behalf of the Committee, Dr. Robinson moved Resolution 28; on vote Resolution B-28 was adopted by the

Board of Trustees.

B-28-2018. Resolved, that the Organization and Rules of the Board of Trustees be amended on

pages 7-8 relating to the New Dentist Committee representative’s voting privileges on Committee on

Annual Meetings (new language underscored; deletions stricken):

Composition and Selection. The Committee on Annual Meetings shall consist of thirteen (13)

fourteen (14) members: nine (9) general members, two (2) Local Arrangements members,

and two (2) trustees or vice presidents; and one (1) New Dentist Member.

***

Two Trustees or Vice Presidents: Two (2) Board of Trustee members (trustees or vice

presidents), appointed by the President, shall be members of CAM without the right to vote.

New Dentist Member: The Board shall approve one (1) New Dentist Member nominated by

the New Dentist Committee to serve a one (1) year term. The New Dentist Member shall be

eligible to serve up to four (4) one (1) year terms as a New Dentist Member.

Liaisons: The Committee shall have two (2) liaisons, one (1) from the New Dentist Committee

(NDC) and one (1) non-voting liaison selected by the American Student Dental Association

(ASDA), both non-voting and selected their representative committee and organization and

confirmed by the President. The Committee may have liaisons from other councils,

committees or commissions or other outside entities with the approval of the President.

On behalf of the Committee Dr. Robinson moved Resolution B-29.

B-29. Resolved, that the Board Member Commitment document be amended through the addition of

the following two bullet points within the section titled “ADA Board Members Strive to:”

 Speak openly to other leaders about concerns and disagreements

 Empower staff members to speak freely and to voice concerns and opinions

2018 BOARD, FEBRUARY 163

During a discussion, several Board members spoke in opposition to the resolution, stating the addition was

common sense and not needed in writing. On vote, Resolution B-29 was not adopted.

Report of the Pension Committee: On behalf of the Committee, Dr. Ron Lemmo, chair, presented the report

of the Committee’s February 9, 2018 meeting. The report identified major topics discussed and actions taken.

Reports and Resolutions to the Board of Trustees

Business Relations

CVS Pharmacy Alliance Presentation: Ms. Stephanie Moritz, chief communications officer, and Mr. Michael

Springer, senior vice president, Business and Publishing, provided an update on the collaboration between

ADA and CVS.

Communications and Marketing

Report of the Chief Communications Officer: Master Brand Strategy for the Current and Future State

of the ADA Parent Brand: Ms. Stephanie Moritz, chief communications officer, and Ms. Kelley Skoloda,

founder, KS Consulting and Capital, presented on the importance of articulating a unified, clear parent brand

strategy (i.e., ADA Master Brand) in order to drive relevance to future and current members. The following

master brand statement was presented to the Board: The ADA powers the profession of dentistry to advance

overall oral health of the public. Following the presentation, Dr. Fisch moved Resolution B-17.

B-17. Resolved, that Board of Trustees approves the Master Brand Strategy set forth in the February

2018 Board Report as presented by the Integrated Marketing and Communications Division.

The presentation is appended.

During a discussion, a motion to amend was made to add “and statement” after “Master Brand Strategy.” On

vote, the proposed amendment was adopted. On vote, the Board of Trustees adopted Resolution B-17 as

amended.

B-17-2018. Resolved, that Board of Trustees approves the Master Brand Strategy and statement set

forth in the February 2018 Board Report as presented by the Integrated Marketing and

Communications Division.

Report of Digital Experience Update: This informational report provided a summary on the Digital Member

Experience initiative. It was reported that 2017 accomplishments include strategy development and member

research, launch of the ADA Credentialing Service, Virtual Study Club Pilot, My ADA User Experience

redesign and Localized Events Homepage Content (consent calendar item).

Report of the Council on Communications: Update on Resolution 67H-2016, Drive Utilization of Dental

Services for ADA Members: This informational report included results from year one of the three-year

campaign to increase dental visits for ADA dentists (consent calendar item).

2017 ADA Highlights Video: The Board was presented with the 2017 ADA Highlights Video that showcased

ADA

achievements on public education, community service, advocacy and helping members succeed. The

video may also be viewed online at http://www.ada.org/highlights.

Education/Professional Affairs

164 2018 BOARD, FEBRUARY

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Commission on Dental Accreditation: Informational Report on 2017 Research and Development Fund:

This informational report provided a summary (January through November) on the 2017 Research and

Development Fund activity and estimated 2018 expenses (consent calendar item).

Report of the Commission on Dental Accreditation: Establishment of New Subcommittees: This

informational report summarized modifications to the Commission on Dental Accreditation (CODA)

subcommittees in response to Commission directives (consent calendar item).

Dental Licensure Objective Structured Clinical Examination (DLOSCE) Steering Committee: Progress

Update: This informational report outlined key decisions made during 2017 Committee meetings and

summarized next steps for DLOSCE development (consent calendar item).

Report on Licensure Reform Initiatives and Funding Request: This report requested funding for the

ADA’s participation in and support of the 2018 meetings of the Task Force on Assessment of Readiness for

Practice. The report also provided further clarification regarding the purpose of and funding of the Task Force

on Assessment of Readiness for Practice. B-9-2018, pertaining to the $65,200 Board Contingency request

included in this report was taken up during the Report of the Budget and Finance Committee (see page 158).

Without objection, the Board of Trustees adopted the following resolution.

B-19-2018. Resolved, that Resolution B-119-2017 be amended as follows (additions = underlined;

deletions = stricken.)

B-119-2017. Resolved, that the ADA continue participation in licensure reform efforts in

collaboration with the American Dental Education Association (ADEA) and the American

Student Dental Association (ASDA),

and be it further

Resolved, that the following ADA appointments to the ADA and ADEA co-sponsored Joint

Task Force on Assessment of Readiness for Practice, as made by the President, be

approved.

Dr. Robert Bitter, chair

Dr. Kirk Norbo, trustee

Dr. Jill Price, ADA Representative

Dr. Steven Holm, ADA Representative

Dr. Lindsey Yates, NDC Representative

Dr. Jerry Glickman, 2018 CDEL chair, non-voting member

Dr. Joseph Crowley, president, non-voting member

Dr. Jeffrey Cole, president-elect, non-voting member

and be it further

Resolved, that the ADA appointees to the Task Force on Assessment of Readiness for

Practice provide reports to the Board of Trustees on the progress and accomplishments of

the Task Force at least annually.

Government and Public Affairs

Report of the Senior Vice President, Government and Public Affairs: Federal and State Legislative,

Regulatory and Public Affairs Update and D.C. Property: Mr. Graham provided an update on

developments in Washington, D.C. The following key issues were identified in this report: Medicare

Regulations, Federal Tax Reform, Medical Device Tax, McCarran-Ferguson Reform, EPA, Opioid Abuse,

2018 BOARD, FEBRUARY 165

Action for Dental Health, ADPAC, State Government Affairs and PDMP/Controlled Substance Prescribing.

The report included a report of SPA program expenditures as of the first term of 2018.

Mr. Graham also presented the benefits of acquiring an additional property in D.C. Mr. Graham asked the

Board to recommend that staff further evaluate the property and develop a business plan and report back to

the Finance Committee. Without objection, the Board of Trustees adopted the following resolution.

B-11-2018. Resolved, that appropriate staff be authorized to continue due diligence regarding the

purchase of a DC property on the Senate side and report back to the Board as soon as possible with

details related to an acquisition including financials (purchase price, renovation costs, and

maintenance), and a timeline.

Legal Affairs

Report of the Division of Legal Affairs: Summary of Litigation and Other Matters: This confidential

report was provided for the Board’s information (consent calendar item).

Member and Client Services

Report ADA Leadership Development Approach and Initiatives: This informational report provided a

summary of the ADA Leadership Institute, the branded name of the collaboration by ADA (multiple divisions)

plus state and local societies to make high-quality leadership education widely available for leaders and

emerging leaders of local and state dental societies, ADA, and ASDA (consent calendar item).

Business Model Project Update: Mr. Bill Robinson, vice president, Member and Client Services; Mr. Bill

Gastrock, principal, Continuum; and Mr. Ed O’Brien, vice president, Business Development, Continuum;

provided a comprehensive update on the business model project. It was reported the project is about two-

thirds completed, with much more work still to do. The work has been divided into “sprints”. Sprint 1 focused

on concept definition; Sprint 2 (recently concluded) focused on user experience; Sprint 3 is next. Further

decisions will come as the project moves forward. Dr. Norbo moved Resolution B-13; on vote, Resolution B-

13 was adopted by the Board of Trustees.

B-13-2018. Resolved, that the revised charter for Business Model Project Management be approved

as submitted in Appendix I.

The revised charter for the Business Model Project Management is appended as Appendix I (see

page 170).

Dr. Norbo moved Resolution B-14. During discussion, the meaning of the term “Immediate Past President”

was questioned. An editorial change was proposed to replace the capital “I” with a lowercase “i” in “immediate

Past President” in Appendix II, under the Governance (Roles) section. Hearing no objection, the editorial

change was accepted. On vote, Resolution B-14 was adopted by the Board of Trustees.

B-14-2018. Resolved, that the revised charter for Business Model Project Governance be approved

as submitted in Appendix II.

The revised charter for the Business Model Project Governance is appended as Appendix II (see

page 173).

Dr. Norbo moved Resolution B-15; on vote, Resolution B-15 was adopted by the Board of Trustees.

B-15-2018. Resolved, that the revised special fund expenditure document be approved as submitted

in Appendix III.

The revised special fund expenditure document is appended as Appendix III (see page 175).

166 2018 BOARD, FEBRUARY

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Dr. Norbo moved Resolution B-16. During discussion, it was reported that there was no risk to creating a

subsidiary and that the advantages to forming a corporation at this time outweigh the advantages to

postponing it. It was also noted that the cost of creating and dissolving a corporation was minimal. On vote,

Resolution B-16 was adopted by the Board of Trustees.

B-16-2018. Resolved, that a subsidiary corporate entity to the ADA be formed to undertake the

development of the Business Model Project business and the management and operation of any

businesses resulting thereof, and be it further

Resolved, that the ADA shall have the entire ownership interest in, and to such, subsidiary corporate

entity, and be it further

Resolved, that management of the subsidiary corporate entity be the responsibility of the Business

Model Project Management Team, and be it further

Resolved, that oversight of the subsidiary corporate entity be the responsibility of the Business Model

Project Governance Team.

Overview of State Society Capacity Assessment Results and Next Steps: This report, presented by Ms.

April Kates-Ellison, director, Client Services, was considered during the Board of Trustees closed session.

Practice Institute

Report of the Council on Dental Practice: ADA Standards Volunteer Awards Program: The Board of

Trustees adopted the following resolutions (consent calendar action).

B-5-2018. Resolved, that the 2017 Standards Committee on Dental Products Volunteer Award be

presented to Mr. Burton Schmuck.

B-6-2018. Resolved, that the 2017 Standards Committee on Dental Informatics Volunteer Award be

presented to Veeratrishul Allareddy, B.D.S., M.S.

ADA Business Enterprises, Inc.

Report of ADABEI: This informational report provided a summary of 2017 activities through November. Dr.

Sabates questioned why the most recent budget figures were from November. Dr. McDougall responded that

ADABEI is still waiting to receive updated reports from their financial partners. Dr. McDougall also reported

that ADABEI would be reviewing all policies to be sure they are in line with the ADA.

ADA Foundation

Report of the ADA Foundation: This informational report, presented by Dr. William Calnon, president,

ADAF; Mr. Nick Falco, executive director, ADAF; and Dr. Thomas Hart, director, Volpe Research Center;

provided updates about undertakings, activities, and goals of the ADA Foundation since the September 2017

report.

Organizational/Other

Filling the Pipeline of New Dentist Leaders: Dr. Nipa Thakkar, chair, New Dentist Committee, reported on

the need to fund research on new dentist leadership throughout the tripartite so better progress can be made

2018 BOARD, FEBRUARY 167

on new dentist representation among leadership. Resolution B-7 was moved for consideration. On vote,

Resolution B-7 was adopted by the Board of Trustees.

B-7-2018. Resolved, that the Board approve a research project to identify strategies and solutions for

filling the pipeline of new dentist leaders in the tripartite in 2018, and be it further

Resolved, that the Board direct the New Dentist Committee to oversee the research project and

share the research findings with the Board when completed.

Unmet Needs of Pregnant Dentists: Dr. Thakkar reported that the ADA can meet an unmet need by

supporting dentists who are pregnant or plan to become pregnant and deliver membership value and help

them be successful. Resolution B-8 was moved for consideration. On vote, Resolution B-8 was adopted by

the Board of Trustees.

B-8-2018. Resolved, that the Board direct the Council on Dental Practice in consultation with the

Council on Communications to investigate possible solutions that address the needs of pregnant

dentists as outlined in the Report of the New Dentist Committee: Unmet Needs of Pregnant Dentist,

and be it further

Resolved, that the Council on Dental Practice assess the value and resource implications of

developing such solutions and report their recommendations at the September 2018 meeting of the

Board of Trustees.

Virtual Study Club Update: Dr. Thakkar reported that the New Dentist Committee discussed the virtual study

club at length and recommends its discontinuation. It was reported the technology platform had potential, but

the resources required to grow the pilot program did not seem worth the investment. Resolution B-32 was

moved for consideration. On vote, Resolution B-32 was adopted by the Board of Trustees.

B-32-2018. Resolved, that the ADA discontinue the virtual study club project.

Report of New Dentist Committee Consultants: This informational report informed the Board of the names

of the Federal Dental Service consultants to the New Dentist Committee for 2018 (consent calendar item).

Report on the 2017 FDI Annual World Dental Congress: This informational report summarized events of

the 106

FDI Annual World Dental Congress (AWDC) held from August 29 to September 1, 2017 in Madrid,

Spain (consent calendar item).

Report on Change Management—Visualizing the Future: This informational report summarized

where the

ADA began in 2009, and also the ongoing efforts heading into 2017 that are necessary to ensure the ADA’s

long-term success (consent calendar item).

Report of Dr. Richard Huot, Second Vice President: ADA President’s Reading List: Dr. Huot reported on

the need to create a reading list that encourages ongoing professional development, while serving the

organization at whatever level. Dr. Huot moved Resolution B-126; on vote Resolution B-126 was adopted by

the Board of Trustees.

B-126-2017. Resolved, that the Board urges the president to create a suggested reading list for ADA

volunteers to be posted on ADA Connect.

Report of the President: Dr. Joseph Crowley presented an oral report that summarized his activities since

the December Board meeting.

Report of the President-elect: Dr. Jeffrey Cole gave an oral report of meetings attended and trips taken

since the December Board meeting.

168 2018 BOARD, FEBRUARY

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Report of the Executive Director: Dr. Kathleen O’Loughlin provided a brief update on year-end

performance. Dr. O’Loughlin reported ADA would be taking on a far more aggressive approach with states

and encouraged the Board to work with their outreach managers. Dr. O’Loughlin also reported that the caliber

and quality of the current ADA staff has never been better and that the ADA’s retention rate is at about 95%,

compared to 20% of other local associations. Dr. O’Loughlin commented that ADA is remarkably good at

finding the right people and keeping them, and has been under budget with head count year after year.

Liaison Reports

Report of Dr. Kirk M. Norbo, Liaison to the Council on Dental Education and Licensure: This

informational report summarized the January 25–26, 2018 CDEL meeting (consent calendar item).

Report of Dr. Cesar R. Sabates, Liaison to the Council on Membership: This informational report

summarized the January 27–28, 2018 CM meeting (consent calendar item).

Report of Dr. Daniel J. Klemmedson, Liaison to the Council on Advocacy for Access and Prevention:

This informational report summarized the January 18–20, 2018 CAAP meeting (consent calendar item).

Report of Dr. Roy Thompson, Liaison to the Council on Dental Benefit Programs: This informational

report summarized the November 2–3, 2017 CDBP meeting (consent calendar item).

Report of Lindsey Robinson: IOM Health Literacy Roundtable: This informational report summarized

work surrounding health literacy and ADA involvement in the IOM Health Literacy Roundtable (consent

calendar item).

Special Orders of Business/Special Appearances

Strategic Discussion—Medicare: The New Dentist Committee participated in a joint strategic session with

the Board of Trustees on Sunday, February 11, 2018. The discussion was informed by data generated by

HPI. That data shows support for a dental benefit among older Americans. Among dentists, too, according to

data, there is support for a comprehensive dental benefit in Medicare, especially if the ADA is part of the

process of the development of such a benefit. Many who participated in this meeting pointed out that their

own experience runs counter to these findings. Council representatives in attendance included Dr. Timothy

Fagan, chair, Council on Advocacy for Access and Prevention; Dr. Steven Snyder, chair,

Council on Dental

Benefit Programs; Dr. Craig Ratner, chair, Council on Dental Practice; and Dr. Frank Graham, chair, Council

on Government Affairs. Each Council is discussing whether the ADA should support development of a dental

benefit in Medicare, or not. The councils will be developing a joint report to the House of Delegates on this

topic. In the meantime, the Board of Trustees will continue its work in anticipation of a joint report from the

councils.

Medicare Follow-up: Following the joint discussion on the future of Medicare and whether it should include a

dental benefit, the Board continued to discuss dental benefits for elder care. A motion was made to create a

Board Task Force to look at dental benefit for eldercare options. This discussion continued during a closed

session on Tuesday, February 13, 2018. In open session, the following resolution was considered and

adopted without objection by the Board of Trustees.

B-20-2018. Resolved, that the President appoint a Task Force with the following charge:

To accumulate information, including input from councils and key stakeholders, for the purpose of

developing a plan of action to respond to any resolutions that address a dental benefit for eldercare,

including but not limited to, the multifaceted political, membership, and media ramifications of those

resolutions.

2018 BOARD, FEBRUARY 169

This initial report is due back to the Board of Trustees by August 2018.

Financial Implication: Up to $20,000

During discussion, Dr. Crowley reappointed Dr. Cesar Sabates to the ADA’s National Elder Care Advisory

Committee.

New Business

House of Delegates Survey Results. Dr. Fisch read several responses from the 2017 House of Delegates

Survey that questioned the inclusion spouses in the installation ceremony. Dr. Hall reported that he had seen

the survey comments and is considering making a change to the installation ceremony.

Oral Report of the Commission on Dental Accreditation. Dr. Bitter reported on the relationship between ADA

and CODA and potential governance changes and the need to establish appropriate boundaries and

guidelines.

The Board considered an item of new business requesting training on the American Student Dental

Association, and postponed definitely to the April meeting.

Closed Session

Closed sessions of the Board of Trustees were held at various times during the February 11–13, 2018,

meeting of the Board of Trustees. The minutes of the closed sessions are separately recorded; however, non-

confidential actions taken by the Board are reflected in the minutes of the open session. The following reports

were considered during the closed sessions:

 Report of the Compensation Committee

 Medicare Discussion Follow-up

 State-Specific Membership Issues Discussion

 Overview of State Society Capacity Assessment Results and Next Steps

 Dental Therapist Discussion

 Annual Review of ADA Professional Conduct Policy and Prohibition Against Harassment

A motion was made and adopted to suspend the Board Rules regarding the recording of the closed session

State-Specific Membership Issues discussion held on Sunday, February 11, 2018. A motion was made and

adopted to suspend the Board Rules regarding the recording of the closed session Dental Therapist

discussions held on Sunday, February 11 and Tuesday, February 13, 2018.

Attorney-Client Session

An attorney-client session of the Board of Trustees was held on Tuesday, February 13, 2018 in the Board

Room of the ADA Headquarters Building, Chicago.

Adjournment

Without objection, the second regular meeting of the Board of Trustees adjourned sine die on Tuesday,

February 13, 2018 at 11:17 a.m.

170 2018 BOARD, FEBRUARY

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Appendix I

(Clean version showing changes accepted)

Charter: Business Model Project Management Team

Objective: The Business Model Project Management Team is tasked with bringing a prototype to market

within 24 months to provide a platform that connects established dentists, new dentists, and patient care

opportunities.

Project Assumptions:

 While the Business Model Project will be fully accountable (please see Business Model Project

Charter Governance Team) to volunteer leaders, the pace of governance mandates that governance

bodies are informed, not consulted, on an ongoing basis. This process will require trust of the Project

Management Team without an expectation of participation in each decision.

 The on-call consultants not employed by the ADA may require compensation.

 Pilot testing requires willing and enthusiastic cooperation from the relevant state and local dental

societies

High Level Project Approach: The Business Model Project will be divided into four phases, each of which

will inform the budget and timeline for the subsequent phase:

1. Definition This phase of the project involves defining all of the potential features of the new service

and determining which are critical to adoption while balancing cost to build and maintain -- the

Minimum Financially Sustainable Product or Minimum Viable Product. This phase is the requirements

gathering phase (e.g. the service must be able to process payments, the service must integrate with

mapping software to show locations, etc.) This phase also identifies the recommended path forward

for each component—is this something the ADA will build, buy or partner with another firm? The

decisions here will impact not only the next phase but the entire success of the Business Model

Project. For example, does the service require a patient-facing scheduling tool? If so, the time and

money required to make the project successful will be much higher.

2. Design & Build This is architecture and construction of the service—the ideal design is developed and

it comes face-to-face with the reality on the ground. User experience (UX) is especially critical in this

phase as any elements that introduce confusion or frustration into the process will significantly

hamper the adoption of the service in the marketplace.

3. Test & Iterate While input and small tests will have taken place in phases one and two, Test & Iterate

is where the assumptions get tested and the problems get fixed. Having a big list of items that need

attention means the process is working correctly, not that something went wrong. This is one of the

key distinctions of innovation vs. operations—if something keeps going wrong in an established

operation, there is a serious management problem, while the process of things going wrong in

innovation is a necessary step towards things going right and then managed to maintain that level of

quality. It is important to note that phases one through three are sequential; however while they

definitely happen in this order, there can be significant overlap. Design & Build can start before

Definition is complete. Test & Iterate often begins in the midst of Design & Build.

4. Incorporate into Operations When the process of creating the service is complete, it will become yet

another part of the ADA operations plan. Like all operations, it will be monitored and adjusted, but will

have moved from being something that is being created to something that is being managed.

Business Model Project Management Team Roles: The project will require two internal ADA teams—one

that is devoted full-time to the project, while the other is on-call as needed. This is distinct from the Business

Model Project Governance Team, which is described in a separate document.

For the full-time team, the roles are:

 Executive Lead The Executive Lead not only serves as the outward-facing accountability

representative of the Business Model Project, but also as the inward-focused executive with oversight

2018 BOARD, FEBRUARY 171

over several diverse phases of work that must combine into a coherent whole. This includes selecting

the other members of the management team. The Executive Lead is also tasked with identifying,

developing and formalizing ancillary business relationships with organizations that can add value to

the service.

 Phase Project Manager Manages the day-to-day tasks of working with vendors, tracking

deliverables, accounting for funds and reporting on progress. This role serves as the ScrumMaster in

an Agile framework, facilitating the effective collaboration of the entire team and with the selected

vendor partners. It is possible that the ADA will utilize staff familiar with the project initially and shift to

a project manager with knowledge of specific technology or processes once the platform has been

more fully defined.

 Technology Lead and Solutions Architect Takes on the “general contractor” role of coordinating

the integration of the platform into existing applications where necessary while managing the

development of new capability. This person integrates the customer-facing front end with the behind-

the-scenes back end processes that make the application successful. The Technology Lead

demonstrates understanding of each component of the technology solution, and has significant

mastery in several of them. The Technology Lead has a track record of delivering User Experience

excellence.

 Digital Marketer and Community Strategist As the project progresses, it will be important to

engage a storyteller who can craft the appropriate messaging to all of the critical stakeholders. While

there will be a well-defined brand for the service that is integrated with the ADA Masterbrand, the

emphasis in the story will vary for owners and renters and suppliers and insurers, etc.

 Dentist It will be important to have a dentist on the team to translate and explain elements of running

a dental practice that will not be easily understood by non-dentists and selected vendors. This

position will be a paid consulting role for an ADA member dentist who has experience running a

practice (5 years minimum) but circumstances allow them to focus on this project full-time for up to

nine months.

On an as-needed basis, the Business Model Project Management Team will rely on other ADA employees,

dentists, and other subject matter experts regardless of industry affiliation to evaluate options and gather

information for the service. These functional areas include, but are not limited to:

 Legal

 Accounting

 ADA Governance

 Software & Development (especially in regard to Aptify, Find-a-Dentist, Credentialing, etc.)

 User Experience & Design

 Marketing & Digital Media

 Dental Practice Ownership (Someone who might rent out their operatory)

 Alternative Dental Practice (Locum tenens dentists - someone who might rent space from another

practice)

 Venture Capital

 Start-Up Firms

 Consulting Firms (frog design and Continuum Innovation are both consulting firms; they and/or

others will be partners through different phases of the project)

Project Timeline:

1. Definition: potential vendors anticipate that phase one will take at least three months; it is not

expected to take more than six months.

2. Design and Build: defined by the work completed in the definition phase. It is reasonable to expect a

minimum of nine months; more than 18 months would be unusual.

3. Test and Iterate: defined by the work completed in the design and build phase. It is reasonable to

expect a minimum of four months.

172 2018 BOARD, FEBRUARY

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4. Incorporate into Operations: No longer an innovation; the service is no longer being created; instead it

transitions into something that is managed.

2018 BOARD, FEBRUARY 173

Appendix II

(Clean version showing changes accepted)

Charter: Business Model Project Governance Team

B-76-2017. Resolved, that the Board support the continued development of the Bridge concept generated

from the Business Model Study, and be it further

Resolved, that Management be directed to propose a governance and funding model for the next steps in

development of the Bridge concept for consideration at the September 2017 Board meeting.

High Level Project Approach: The existing ADA governance structure will not work for the Business Model

Project. A new approach to oversight and accountability is required for this innovation to be successful.

 Existing ADA governance is organized around meetings (both in-person and on the phone),

Business Model Project governance will be organized around milestones defined by the project.

Status updates, balance sheets, and project documentation will be posted for review and discussion

on an ongoing basis, with meetings scheduled only as-needed. The focus will be on achieving results

with less time and energy dedicated to reporting on activity.

 Existing ADA governance is based on committees making proposals to a parent body which then has

the ability to engage in de novo review before a final decision. Business Model Project governance

will be based on an efficient model of up-front approval of funding based on milestones reached, with

the identified Business Model Project Governance Team.

 Existing ADA governance is organized around the model of approve then execute. Business Model

Project governance will be premised on a venture capital structure. General approval is given to

pursue results, but execution rests with the management team. It is a model of inform then

experiment then adjust then report. The Business Model Project will be developed in several phases

(please see Business Model Project Charter Management) each of which is composed of smaller

milestones where tasks are completed and deliverables reviewed.

 Existing ADA governance seeks maximum data before finalizing decisions. With the Business Model

Project, the ADA understands that all decisions are provisional and subject to change upon contact

with real-life users. Decisions may be based on less than optimal data (ambiguity). The Business

Model Project Governance Team will seek the minimum confidence necessary to test hypotheses.

The simple goal is to have a prototype to test in the marketplace.

 Existing ADA governance commits significant resources before projects begin; project and budget

alignment is reviewed annually. The Business Model Project Governance Team will earmark

dedicated funds that may be utilized upon successful completion of project milestones. This “stage

gate” approach will provide balance sheet and deliverable accountability on an ongoing basis

Funding: Funds anticipated for each phase of the project will be determi

ned and made available to the

Business Model Project Management team through a process outlined in a separate document (see

“Business Model Project--Expenditure Authorization Process”)

Meeting Frequency: This Governance Team would meet in person when those meetings fall during regular

meeting times (Board, Annual Session). When decisions are required between those meetings, the group will

be available for phone calls on short notice in order to provide guidance to the Bridge Management Team as

required. Additional in-person meetings may be scheduled as appropriate.

Governance Team: The members of this team will be selected based on either their role in the organization

or based on functional skills. The ADA President will select the Volunteer Leaders. The rest of the team will

be determined by the other ADA staff and ADA leaders on the Governance Team.

Roles:

174 2018 BOARD, FEBRUARY

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 ADA Executive Director

 ADA Chief Financial Officer

 ADA President

 ADA President-Elect

 ADA immediate Past President

 Volunteer Leader I (appointed by the President)

 Volunteer Leader 2 (appointed by the President)

 Non-Dentist Business Expert—Venture Capitalist

 Non-Dentist Business Expert—Start-Up Veteran These two non-dentistry experts will bring a

business development perspective, ensuring that proposals pass the “smell test” and are reflective of

what their experience suggests will be successful in a new business venture.

2018 BOARD, FEBRUARY 175

Appendix III

(Clean version showing changes accepted)

Business Model Project--Expenditure Authorization Process

Business Model Project Reserve Spending Authorizations are established by separate ADA Board of

Trustees resolutions for each phase of the project. Each board spending authorization represents a

commitment to spend from reserves. Best practices for financial planning and control of completely new lines

of business and startups are different from that for existing businesses. Typically the start-up begins as a

high level concept with only enough committed funding to reach its next milestone. The new business idea

then moves through sequential “stage gates” at which the project is either terminated or given a green light for

its next round of funding.

For each Business Model Project Reserve Spending Authorization, the Business Model Governance Team

(as defined by the Charter: Business Model Project Governance document) will approve major agreements

with long term commitments including lease or revenue sharing agreements. Reserve spending for ongoing

costs below the $100,000 level without long term commitments will be made by the Business Model Project

Management Team consistent with existing ADA approval policies and processed with ADA operating

transactions subject to ADA internal controls.

As such, funds may be expended from each Business Model Project Reserve Authorization for:

 Ongoing operating expenses of the Business Model Project Group

 Payments to vendors of the Business Model Project Group

 Payments to contractors hired for their functional expertise

 Purchase of subscriptions, memberships, products that may be required for successful completion of

the project

A brief activity report will be prepared by the Business Model Project Governance Team in advance of each

meeting of the Board of Trustees. This report will include a summary of all expenditures tracked against each

reserve spending authorization and include forecasts of expected spending to the end of the current project

phase.

The expenditure of all Business Model Project funds will be tracked in a separate cost center as part of the

ADA Reserve Account with separate appropriate monthly reporting of activity and remaining account balance

for each project.

As the Business Model Project progresses, and if the completed work continues to indicate a positive outlook,

then the Business Model Project Governance Team will submit additional requests to the Board to fund the

next phase of activity.

176 2018 BOARD, FEBRUARY

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American Dental Association

Standing Rules for

Councils and Commissions

Adopted by the Board of Trustees

and as Amended to September, 2017

2018 BOARD, FEBRUARY 177

178 2018 BOARD, FEBRUARY

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TABLE OF CONTENTS

Introduction ........................................................................................................................................... 3

Membership .......................................................................................................................................... 3

Council Organization ............................................................................................................................ 6

Meetings ............................................................................................................................................... 9

Budget ................................................................................................................................................ 10

Reports ............................................................................................................................................... 11

General Rules ..................................................................................................................................... 11

Association Whistleblower Policy ....................................................................................................... 16

2018 BOARD, FEBRUARY 179

INTRODUCTION

The following rules shall apply to all councils and commissions of the American Dental Association. The

provisions of the Bylaws governing councils and Commissions have been incorporated into these rules.

Except where clarity or use dictates otherwise and except as explicitly stated, the term “council” as used in

these Rules shall mean not only councils but also commissions of this Association.

MEMBERSHIP

Number of Members: The councils of the Association shall be composed of the following members:

Council on Advocacy for Access and Prevention shall have 17 members.

Council on Communications shall have 17 members.

Council on Dental Benefit Programs shall have 17 members.

Council on Dental Education and Licensure shall have 16 members.

Council on Dental Practice shall have 17 members.

Council on Ethics, Bylaws and Judicial Affairs shall have 17 members.

Council on Government Affairs shall be composed of 17 members, and the chair of the political action

committee shall be an ex officio member of the Council without the power to vote.

Council on Members Insurance and Retirement Programs shall have 17 members.

Council on Membership shall have 17 members.

Council on Scientific Affairs shall be composed of 16 members and the current recipient of the Gold Medal

Award for Excellence in Dental Research.

Eligibility: All members of councils must be active, life or retired dentist members, in good standing, of the

Association at the time of their nomination and election and must maintain such membership during their term

of office.

To be eligible to serve on the Council on Scientific Affairs, the current recipient of the Gold Medal Award for

Excellence in Dental Research shall be an active, life or retired member in good standing of this Association if

he/she qualifies for such membership.

Members of the Council on Dental Benefit Programs, during their terms on the Council, shall not serve as

officers, trustees, board members or dental consultants for any insurance company, medical or dental service

corporation, or other third-party payer.

Members of the Council on Dental Education and Licensure nominated by the Board of Trustees shall not be

a full-time member of a faculty of a school of dentistry, a current dental examiner or member of a state or

regional testing agency, state board of dentistry or jurisdictional dental licensing agency. A person shall be

considered to be a full-time member of a faculty if he or she works for the school of dentistry more than two

days or 16 hours per week.

Members of the Council on Government Affairs shall not be in the full-time employ of the federal government.

Individuals called to active duty from the military reserves or National Guard forces, providing such active duty

180 2018 BOARD, FEBRUARY

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has not been requested by the individual, shall not be considered to be in the full-time employ of the federal

government. Consideration shall be given to a candidate’s experience in the military or other federal dental

services.

Members of the Council on Members Insurance and Retirement Programs, during their terms on the Council,

shall not serve as an officer, director, employee, agent or consultant of any company or organization that

offers products that compete, or may potentially compete, with products and programs offered to ADA

members through the Council. Nor shall Council members serve, during their terms on the Council, on the

insurance council or committee of a constituent or component dental society or other dental organization, or

any subsidiary of a dental organization that offers or may offer competing products or programs.

Members of all councils shall comply with the Policy on Conflict of Interest set forth in these rules and any

specific rules of the council.

Nominations: Nominations to all councils are made by the Board of Trustees in accordance with the Board’s

criteria for such nominations, except in the case of the Council on Dental Education and Licensure. Of the 16

members of the Council on Dental Education and Licensure, four members are selected by the American

Association of Dental Boards and four members are selected by the American Dental Education Association.

Additional nominations to any council may be made by the House of Delegates except in those instances in

which the selections or nominations must be made by the American Association of Dental Boards or the

American Dental Education Association. Each person nominated shall complete a conflict of interest

statement as prescribed by the Board of Trustees and shall file such statement with the Secretary of the

House of Delegates to be made available to the delegates prior to election.

Election: All members of all councils are elected by the House of Delegates with the exception of the Council

on Dental Education and Licensure. Only the eight members of the Council on Dental Education and

Licensure nominated by the Board of Trustees are elected by the House of Delegates.

Term and Tenure: The term of office of members of councils shall be four years. The tenure of a member of

a council or commission shall be limited to one term of four years; a nominee who has previously served on a

council or commission may not be reappointed to that same council or commission, unless otherwise

provided in the Bylaws. A member shall not be eligible for appointment to another council or commission for a

period of two years after completing a previous council or commission appointment. No member of a council

or commission may serve concurrently as a member of another council or commission. The current recipient

of the Gold Medal Award for Excellence in Dental Research shall serve on the Council on Scientific Affairs

until the award is bestowed on the next honoree. The current elective and appointive officers and the trustees

of this Association shall not serve as members of councils or commissions.

Vacancy: In the event of a vacancy in the membership of any council, the President, in consultation with the

trustee district or organization that nominated the prior membe

r, shall appoint a member of the Association

possessing the same qualifications as established by the Bylaws for the previous member to fill such vacancy

until a successor is elected by the next House of Delegates for the remainder of the unexpired term. In the

event such vacancy involves the chair of the council, the President shall have the power to appoint an ad

interim chair.

In the event it is the current recipient of the Gold Medal Award for Excellence in Dental Research who cannot

serve on the Council on Scientific Affairs, the President, in consultation with the Board of Trustees, shall have

the power to appoint a prominent research scientist who shall serve until the award is bestowed on the next

honoree.

If the term of the vacated council position has less than fifty percent (50%) of a full four-year term remaining at

the time the successor member is appointed or elected, the successor member shall be eligible for election to

a new, consecutive four-year term. If fifty percent (50%) or more of the vacated term remains to be served at

the time of the appointment or election, the successor member shall not be eligible for another term.

2018 BOARD, FEBRUARY 181

In the event of a vacancy in the membership of a commission, the following procedure shall be followed:

• In the event the member of a commission, whose office is vacant, is or was a member of and was

appointed or elected by this Association, the President of this Association shall appoint a member of

this Association possessing the same qualifications as established by these Bylaws for the previous

member, to fill such vacancy until a successor is elected by the next House of Delegates of this

Association for the remainder of the unexpired term.

• In the event the member of a commission whose office is vacant was selected by an organization

other than this Association, such other organization shall appoint a successor possessing the same

qualifications as those possessed by the previous member of the commission.

• In the event such vacancy involved the chair of the commission, the President of this Association shall

have the power to appoint an ad interim chair, except as otherwise provided in these Bylaws.

• If the term of the vacated commission position has less than fifty percent (50%) of a full four-year term

remaining at the time the successor member is appointed or elected, the successor member shall be

eligible for election to a new, consecutive four-year term. If fifty percent (50%) or more of the vacated

term remains to be served at the time of the appointment or election, the successor member shall not

be eligible for another term.

Procedural Note. Any vacancy on a council that involves an ADA elected representative must be reported to

the Office of the Executive Director. The process to identify and receive the President’s approval for any ad

interim council and ADA commission members will be managed through the Executive Director’s office.

Removal of Members of Councils for Cause: Pursuant to Chapter X, Section 20C of the Bylaws, the

following are causes for removal from office of a member of a council:

• continued, gross or willful neglect of the duties of the office;

• failure to comply with the Association’s policies on conflict of interest;

• failure or refusal to disclose necessary information on matters of Association business;

• failure to keep confidential any exclusive information protected by secrecy that becomes known to the

member by reason of the performance of his or her duties on the council’s behalf;

• failure to comply with the Association’s professional conduct policy and prohibition against

harassment;

• unauthorized expenditures or misuse of Association funds;

• unwarranted attacks on the Association, any of its agencies or any person serving the Association in

an elected, appointed or employed capacity;

• unwarranted refusal to cooperate with any officer, trustee, or council member or staff;

• misrepresentation of the Association and any person serving the Association in an elected, appointed

or employed capacity to outside persons;

• being found to have engaged in conduct subject to discipline

pursuant to Chapter XII of the Bylaws;

and

• conviction of a felony.

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Before a council member is removed for cause, the following procedures shall be followed by the Board:

The President shall notify the accused member in writing of the allegations concerning the member’s

performance. The written notice shall include a description of the conduct purported to constitute each

charge. The accused shall be invited to respond in writing. If the accused member wishes, he or she may

resign the position voluntarily or may request the opportunity to appear before the Board to respond to the

allegations received. If an appearance is requested, the Board shall schedule it during the next meeting of

the Board.

If the accused’s council is scheduled to meet before the date of the appearance, the Board at its

discretion may excuse the accused member from attending that meeting only after the Board offers the

accused an opportunity to be heard or where it determines that compelling reasons exist for excusal. It

shall specify the reasons for excusal in writing.

Formal rules of evidence shall not apply to the appearance to discuss the allegations made, but if

requested, the Board shall permit the accused member to be assisted by legal counsel. Following the

appearance, the Board shall decide by majority vote whether or not to remove the accused member.

Every decision, which results in removal of a council or commission member for cause, shall be reduced

to writing and shall specify the findings of fact which support the decision to remove the accused

members. If the Board decides to remove the accused, that action shall create a vacancy on that council

or commission which shall be filled in accordance the appropriate Bylaws provisions. All records of the

proceedings and the cause for removal shall be confidential information.

COUNCIL ORGANIZATION

The following provisions govern the organization of councils only and not commissions. The organization of

each commission of the Association is set forth in that commission’s Rules.

Chair: Each council shall select one of its members annually to serve as chair, with the chairs’ terms

commencing at the adjournment sine die of the ADA House of Delegates annual session. Following the

selection of chair, each council shall forward the name of the selected chair to the Board of Trustees.

The chair of the Council on Dental Education and Licensure shall be selected by the Council provided that

every other year, the individual is a member of the Council elected by the House of Delegates.

Vice Chair: One member of each council may be elected annually by majority vote of the council to serve as

vice chair.

Chair Pro Tem: In the absence of the chair and vice chair, a council shall designate one of its members to

serve as chair pro tem for the duration of the meeting from which the regular officers are absent.

Council Staff: Council staff, in the event they are employees, shall be employed by the Executive Director of

the Association. An employee of the Association serving as staff to a council shall not have the right to vote.

Other Officers: No council shall elect or appoint a treasurer or any other officer without authorization of the

Board of Trustees.

Standing Committees: A council shall establish one or more standing committees to conduct ongoing work

in a particular field as directed by the Bylaws or as referred by the House of Delegates or Board of Trustees.

Subcommittees: Each council may establish one or more subcommittees when they are deemed essential to

carry out council duties. Each council shall ensure that its subcommittees will facilitate the conduct of council

business by developing expertise and making recommendations within their specific areas for consideration

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by the entire council. Subcommittees should be ongoing since they help to assure that all council duties are

addressed thoroughly, so none are diminished in importance.

The council or may establish subcommittees of its own members to which it may delegate authority and which

are directly responsible to the council. Subcommittees report only to the council or that established them. The

council/chair shall appoint the members and chair of each subcommittee.

Ad-Hoc Workgroup: A council may also establish an ad-hoc workgroup to assist it with a specific matter not

within the scope of any existing subcommittee. The ad-hoc workgroup shall be composed of members of the

council that created it and, as necessary, any consultant of that council. The ad-hoc workgroup shall issue a

report to the council that created it providing its recommendations, following which the ad-hoc workgroup shall

automatically disband.

When a structure change is made to a council, an informational report containing a list of subcommittees and

ad-hoc workgroups, if any, accompanied by a justification of need together with a definition of the

subcommittee’s or ad-hoc workgroup’s role and function must be submitted to the Executive Director of the

Association for review by the Board of Trustees. While subcommittees and ad-hoc workgroups are structured

to include council/members, they also may include approved consultants to assist the subcommittee or ad-

hoc workgroup in developing a recommendation for full council/action. Only those consultants who are subject

matter experts, not organizational representatives, shall be permitted to vote on subcommittee matters.

Consultants: Each council shall have the authority to appoint consultants when such consultants possess

technical qualifications essential to the programs of the council. If a dentist, a consultant should be an active,

life or retired or affiliate membership in member of this Association. Where the skills or expertise necessary to

the council cannot, however, be found in a member dentist, the council is permitted to select a non-member

dentist possessing the required skill or expertise as a consultant. Each council shall notify the Board of

Trustees in writing of consultant appointments as soon as possible after such appointments are made.

All councils of the Association should limit the number of consultants and utilize these consultants only at

such time as their counsel and advice is deemed essential to the deliberations of the council. Attendance of

consultants during council meetings is discouraged when policy recommendations and official actions are

being taken.

Any council which utilizes the services of a consultant or invites a representative of another organization to a

meeting of the council should limit the attendance of the consultant or representative to the discussion period

on the subject which the consultant or representative has been invited to address. Consultants who are

invited by the council to furnish it with advice and counsel shall be reimbursed by the Association for their

expenses at the same rate paid to council members. However, representatives of other organizations who

request and are granted permission to attend a council meeting shall not be reimbursed by the Association for

their expenses.

Consultants and each person seeking such positions, shall comply with the Association’s Conflict of Interest

Policy.

All councils are encouraged, whenever and wherever feasible, to seek the advice and counsel of their

consultants and representatives of other organizations via telephone or the mails.

The terms of consultants shall expire annually at the adjournment sine die of the annual session of the House

of Delegates. Consultants may, however, be reappointed as needed.

Board of Trustees Liaison: Pursuant to the Board Rules, members of the Board of Trustees shall be

assigned by the President the responsibility for reviewing the programs and activities of a specified

Association council. Appointment to a council shall be limited to one officer or trustee who shall attend council

meetings as necessary and appropriate but shall not attend subcommittee meetings of the council unless

such subcommittee meetings are held in conjunction with the council meetings. Officers or trustees shall not

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be appointed to succeed themselves on the same council. The following guidelines should be observed by

members of the Board in the accomplishment of this responsibility.

1. Through consultation with the council chair and staff, the liaison should become familiar with the

existing and proposed budgets of the council and be prepared to address such budgets during Board

development of the total budget for the Association.

2. The officer or trustee, as the Board’s liaison to the council, should assume, generally, the role of an

observer for the Board and provider of information to the council. The liaison should avoid dictating

council positions and making commitments for the Board of Trustees.

3. The liaison may provide the Board with a brief written report when necessary and appropriate. This

report may include, for example, issues of particular concern to the Board; observations of the

council’s talent for and capability in accomplishing its assignments; and its general effectiveness as a

viable agency of the Association.

4. All officers and trustees may seek readily available information from all Association agencies;

however, requests requiring staff time and work should be made through the Executive Director.

5. The liaison shall be responsible for reviewing reports to the House of Delegates and Board of Trustees

and, within the liaison’s responsibility as a member of the Board of Trustees, recommend subsequent

action relating to these reports.

6. The liaison shall be kept informed of council activities by appropriate staff on a regular basis.

Self-Assessments: Beginning in 2014, each council will undertake a thorough self-assessment on a

rotating basis over every five years based on a schedule and outline developed by the Board of Trustees. A

summary of the self-assessment process used and a report on the results shall be included in the agency’s

next annual report.

MEETINGS

Regular Meetings: Each council shall hold at least one regular meeting annually, provided that funds are

available in the budget for that purpose and unless otherwise directed by the Board of Trustees. Meetings

may be held in the Headquarters Building, the Washington Office or from multiple remote locations through

the use of a conference telephone or other communications equipment by means of which all members can

communicate with each other. Such meetings shall be conducted in accordance with rules and procedures

established by the Board of Trustees.

With the exception of the Council on Ethics, Bylaws and Judicial Affairs, whose members serve as the House

Standing Committee on Constitution and Bylaws, no council shall hold any official meetings during the annual

session. Additionally, no council shall hold meetings within five (5) days prior to the convening of any Board of

Trustees meeting or during any Board of Trustees meeting. Any exception to these rules shall be approved by

the Executive Director. Unless unavoidable, councils should refrain from scheduling meetings that overlap,

except where two or more organizations have planned overlapping meetings to discuss or collaborate on

matters of mutual interest.

The date of the annual meeting of each council shall be determined at least six months in advance and

reported to the Executive Director of the Association. Reservations for meeting space in the Headquarters

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See pages 20-21 of the Organization and Rules of the Board of Trustees.

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Building shall be made with the Department of Conference Services and Meeting Planning and will be

honored in the order of their receipt.

Special Meetings: Special meetings shall be held in accordance with the rule on Official Call, provided that

funds are available in the budget for that purpose.

Official Call: Regular and special meetings shall be held at the call of the chair or on the written request of a

majority of the members of the council.

Notice of Meeting: Notice of regular or special meetings shall be sent to all members in advance by the chair

or lead staff member of the council.

Limitation of Attendance at Council Meetings: Note: The provisions of this paragraph shall apply only to

councils and not commissions. In keeping with the American Institute of Parliamentarians Standard Code of

Parliamentary Procedure, attendance at council meetings is limited to council members, appropriate members

of the Board of Trustees and staff. Attendance of others is at the discretion of the council. In extraordinary

circumstances, a council may call a closed session to consider very sensitive matters. Closed sessions may

be held if agreed upon by a majority vote of those present at the meeting at which the closed session would

be held and in the presence of either the Executive Director, ADA legal counsel, the Senior Management

Team

Member assigned to the council or commission, or the council or commission lead staff member. The

trustee liaison, if present, also shall be permitted to attend any closed session. No official action or business

may be conducted during the closed session. The council chair shall decide which one or more of the above

staff persons shall remain in the room for the closed session.

Attorney-Client Session: An attorney-client session is a form of closed session during which an attorney

acting in a professional capacity provides legal advice, or a request is made of the attorney for legal advice.

During these sessions, the legal advice given by the attorney may be discussed at length, and such

discussion is “privileged.” The requests, advice, and any discussion of them are protected, which means that

opponents in litigation, media representatives, or others cannot legally compel their disclosure. The purpose

of the privilege is to encourage free and frank discussions between an attorney and those seeking or

receiving legal advice. The privilege can be lost (waived) if details about the attorney-client session are

revealed to third parties. Once the privilege has been waived, there is a danger that all privileged

communications on the issues covered in the attorney-client session, regardless of when or where they took

place, may become subject to disclosure. For attorney-client sessions, the council chair shall consult with

ADA legal counsel regarding attendance during the session. No official action may be taken nor business

conducted during an attorney-client session.

In accordance with the above information, all those participating in an attorney-client session shall refrain from

disclosing information about the discussion held during the attorney-client session. In certain cases, a

decision may be made to come out of the attorney-client session for purposes of conducting a non-privileged

discussion of the same or related subject matter. The difference will be that during the non-privileged session

there will be no discussion of any legal advice requested by attendees during the attorney-client session or

about any of the legal advice given by legal counsel. It is such requests for legal advice, legal advice given,

and discussion of the legal advice during the attorney-client session that are protected by the privilege and

that shall not be disclosed or discussed outside of the attorney-client session.

Agenda: It shall be the duty of the chair or lead staff member of a council to prepare the agenda for regular or

special meetings and to send copies in advance to all members of the council and to the Executive Director of

the Association.

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Senior Management Team Includes: Chief Financial Officer, Chief Communications Officer, General Counsel, Chief Technology Officer,

Chief of Governance and Strategy Management, Chief of People Management, and Senior and Managing Vice Presidents.

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At the direction of the House of Delegates, the Disclosure Policy (Resolution 63H-2013, Trans.2013:341)

should be included as part of each council written meeting agenda.

Roll Call: An official roll call shall be taken at all regular and special meetings and reported to the Executive

Director of the Association.

Quorum: Except as otherwise provided in the Bylaws, a majority of the members of any council shall

constitute a quorum.

Voting: A majority of the members of a council present and voting shall be required for the passage of a

motion unless otherwise provided in the American Institute of Parliamentarians Standard Code of

Parliamentary Procedure. Only votes for or against a motion should be counted in determining a majority.

Abstentions should not be counted as part of the total vote. The chair and elected members only shall have

the right to vote.

New Business: Items of new business not listed on the agenda mailed in advance may be considered at a

regular or special meeting of a council, provided that approval is obtained by two-thirds vote of the council

members.

Minutes: Within ten (10) working days of a council meeting, the chair or lead staff member shall prepare and

distribute a report of unofficial actions in accordance with instructions of the Executive Director. Non-

confidential versions of the report of unofficial actions shall also be distributed to constituents on a timely

basis pursuant to a 1992 House of Delegates directive.

It shall also be the duty of the lead staff member of each council to record the minutes of all meetings and to

send draft copies thereof to all council members for review and approval within thirty (30 days following the

last day of the meeting. The minutes shall be approved by mail or electronic vote. Copies of the approved

minutes shall be provided to council’s trustee liaison and the Executive Director and posted on the in the

Members-Only section of ADA.org within fifteen (15) days of approval; copies shall also be made available to

the Board of Trustees. It shall be the duty of the lead staff member of the council to distribute minutes as

directed and keep a permanent file of all minutes of the council.

BUDGET

Preparation: Each council may identify budget priorities within the council’s area of oversight as defined in

the ADA Bylaws. Budget requests shall be submitted on a date established by the Executive Director and in

accordance with the budget instructions provided

Procedural Note. Each council is responsible for including in their annual budget request funding for the

chair to attend the annual session meeting of the House of Delegates.

Reallocation of Budgeted Funds: With the exception of minor reallocations of less than the threshold

amount for Board Contingency requests pursuant to the Board Rules, a council shall use funds designated for

specific projects only for the specific project identified in the budget. Authority for any reallocation of funds

beyond the defined Board Contingency threshold amount from one project to another may be granted by the

Executive Director on written application, provided that the total of the authorized budget is not exceeded.

REPORTS

Preparation: Council reports to the Board of Trustees and the House of Delegates may be prepared by

appropriate staff, but shall be subject to approval of the council.

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Submission of Reports: Each council shall submit, through the Executive Director of the Association, an

annual report to the Board of Trustees and House of Delegates. Such reports shall be submitted at a time

specified by the Executive Director of the Association.

Actions and/or reports of councils which are inappropriate, illegal or not within the duty parameters of a

council may be deleted or changed by administration in conference with the chair of the council. Actions not

agreed to by the chair may be appealed to the Board of Trustees.

Resolutions: Councils shall not present resolutions to the Board or House of Delegates unless such

resolutions have been circulated to the members of the council and approved by majority vote.

GENERAL RULES

Employment: No council is authorized to engage any employee except on authorization of the Executive

Director of the Association.

Contracts: No contract involving the American Dental Association in any way whatever may be completed by

any member of any council.

All proposed contracts must be forwarded to the Executive Director of the Association for action in

accordance with rules established by the Board of Trustees.

Establishment of Policy: All councils are charged with recommending policy. No council may initiate or

implement a new policy or a major extension or alteration of an existing one without prior approval of the

Board of Trustees or House of Delegates.

Policy Review: In accordance with Resolution 170H-2012 (Trans.2012:370), councils, committees and other

Association agencies are required to conduct a comprehensive review of their assigned Association policies

every five years. Each council and committee will determine its own comprehensive review and reporting

schedule.

Public Statements: No member of a council or commission may issue a public statement in the name of that

council or commission or in the name of the American Dental Association unless (1) authority has been

granted by the Executive Director of the Association and (2) the statement is clearly in accord with the policies

of the Association as expressed by the Board of Trustees and the House of Delegates.

Members of councils and commissions may be asked from time to time to serve as spokespersons for their

councils or commissions or for the Association on matters within the purview of the councils/commissions.

Conflict of Interest: It is the policy of this Association that individuals who serve in elective, appointive or

employed offices or positions do so in a representative or fiduciary capacity that requires loyalty to the

Association. At all times while serving in such offices or positions, these individuals shall further the interests

of the Association as a whole. In addition, they shall avoid:

a. placing themselves in a position where personal or professional interest may conflict with their duty to

this Association.

b. using information learned through such office or position for personal gain or advantage.

c. obtaining by a third party an improper gain or advantage.

The Board of Trustees shall approve the compliance activities that will implement the requirements of Chapter

VI of the Bylaws. The Board of Trustees shall render a final judgment on what constitutes a conflict of interest.

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As a condition for selection, each nominee, candidate and applicant shall disclose any situation which might

be construed as placing the individual in a position of having an interest that may conflict with his or her duty

to the Association. While serving, the individual shall comply with the conflict of interest policy applicable to

his or her office or position. If an individual believes that he or she may have a conflict of interest, the

individual shall promptly and fully disclose the possible conflict and shall refrain from participating in any way

in the matter to which the possible conflict relates until any such possible conflict has been satisfactorily

resolved.

Professional Conduct Policy and Prohibition against Harassment: The American Dental Association

(ADA) is proud of its professional and congenial work environment, and it will take all necessary steps to

ensure that the work environment remains pleasant for all who work here. It is ADA policy that all ADA

employees and volunteers are responsible for assuring that the work place is free from improper harassment.

The ADA absolutely prohibits sexual harassment and harassment on the basis of race, color, religion, gender,

national origin, age, disability, sexual orientation, status with respect to public assistance, or marital status or

other status protected by federal, state or local law. Such discriminatory harassment is unlawful and may

subject the ADA and/or the individual harasser to liability. In addition, with this policy the ADA prohibits not

only unlawful harassment, but also other unprofessional and discourteous actions. Derogatory racial, ethnic,

religious, age, sexual orientation, sexual or other inappropriate remarks, slurs, or jokes will not be tolerated.

Sexual harassment includes unwelcome sexual advances and requests for sexual favors, and all other verbal

or physical conduct of a sexual nature when:

• submission to such conduct is made either implicitly or explicitly a condition of the individual’s

employment;

• submission to or rejection of such conduct is used as the basis for decisions affecting an individual’s

employment; or

• such conduct is sufficiently severe or pervasive to alter the conditions of employment and to create a

hostile or abusive working environment.

Sexual harassment may take many forms, including, but not limited to:

• verbal harassment or abuse of a sexual nature;

• subtle pressure or abuse of a sexual nature;

• unnecessary touching of an individual, for example, patting, pinching, hugging, repeated brushing

against another employee’s or volunteer’s body;

• offensive sexual flirtation, advances or propositioning;

• graphic verbal commentaries or jokes;

• sexually degrading words used to describe an individual; or

• the offensive display in the workplace of sexual objects, pictures or writings.

Each volunteer must exercise his or her own good judgment to avoid engaging in conduct that may be

perceived by others as harassment. Forms of harassment include, but are not limited to:

• verbal: repeated sexual innuendoes, racial or sexual epithets, derogatory slurs, off-color jokes,

negative stereotyping, personally abusive remarks, propositions, threats or suggestive or insulting

sounds;

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• visual/non-verbal: derogatory posters, cartoons, or drawings; suggestive objects or pictures; graphic

commentaries; leering; or obscene gestures;

• physical: unwanted physical contact including touching, interference with an individual’s normal work

movement or assault; and

• other: making or threatening reprisals as a result of a negative response to harassment.

ADA employees and volunteers are responsible for keeping our work environment free of all such

harassment. If you believe that you have been harassed, or if you become aware of an incident of

harassment, whether by an employee or a non-employee, you should report it as soon as possible to the

Executive Director and/or to the ADA Chief of People Management, 1-800-621-8099, ext. 2755 or 312-440-

2755. Do not allow an inappropriate situation to continue by not reporting it, regardless of who is creating that

situation.

The ADA’s Professional Conduct Policy and Prohibition Against Harassment applies to the immediate work

place as well as to ADA related activity outside the ordinary work place, such as annual session and ADA-

sponsored social or recreational events.

In response to every complaint, the ADA will take prompt appropriate investigatory actions and corrective and

preventative actions where necessary. All ADA volunteers should be aware that the privacy of the

complaining party and the person accused of the harassment will be protected to the extent consistent with

effective enforcement of this policy. The ADA will retain confidential documentation of all allegations and its

investigations.

Communications: Communications dealing with major activities or policies of a council shall be sent to all

members of the council by the chair or council staff.

Electronic Communications: Electronic communications should be undertaken with the Association’s

Electronic Communications Policy as a guide. This policy should be posted in each council’s resource area on

ADA Connect.

Social Media: Following is a summary of the ADA’s policy on the use of social media. For the complete text

of the policy, see the ADA Employee Handbook.

The ADA respects an individual’s right to maintain a personal blog, use a profile on a networking site or post a

comment on a website, but the ADA is also committed to making sure that the use of such communications

serves the needs of the ADA by maintaining the ADA’s identity, integrity, and reputation in a manner

consistent with company values and policies. Consequently, the ADA has established the following rules for

communicating ADA related information via Social Media platforms.

Follow these guidelines for personal use of Social Media in relation to any personal online accounts:

• If discussing a matter related to ADA business, include a disclaimer that says that the opinions and

attitudes expressed are those of the author alone and not the American Dental Association

• When engaging in personal social media usage, use a personal email address and not an ADA email

address;

• When connecting as a “friend”, linking, or otherwise interacting with ADA’s customers, members,

volunteers, vendors, or clients on social media platforms, avoid any activity that might imply an ADA

endorsement or recommendation.

Only authorized staff are permitted to post content on ADA’s so

cial media platforms. .Authorization is granted

through the ADA’s Division of Communications and Marketing or Human Resources. Such staff must abide by

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all of the ADA protocols including but not limited to HR Protocols related to discrimination, professional

conduct, conflicts of interest, harassment, copyright, and electronic and telecommunication policies when

engaging in Social Media activities on behalf of the ADA. Staff who engage in unlawful activities on Social

Media are subject to the same disciplinary actions that apply to unlawful activities that happen in the

workplace.

Media requests or inquiries made through social media platforms regarding the ADA, its products, staff,

members, volunteers, vendors, customers or competitors should be referred to the Division of

Communications and Marketing.

Staff who violate this policy may be subject to disciplinary action, up to and including termination. Personal or

unauthorized use of ADA social media will be outside the scope of your employment and beyond your

authority to act on behalf of ADA. Do not expect ADA to indemnify or hold you harmless for any acts

performed in this regard.

The ADA reserves the right to monitor all public Social Media platforms for the purpose of protecting its

interests and monitoring compliance with ADA policies.

This policy is not intended to restrict your right to discuss wages and working conditions with co-workers or in

any way limit your rights under the National Labor Relations Act.

Relations with Other Organizations and Agencies: No council is authorized to appoint or designate official

representatives of the American Dental Association on the request of, or for liaison with, other organizations

and agencies. When requests for official representation or liaison are received, nominations may be

forwarded by the council concerned to the Executive Director of the Association for action in accordance with

rules established by the Board of Trustees.

Relations with Reference Committees of House of Delegates: It shall be the duty of each chair, or of

his/her duly designated representative, to attend open sessions of the appropriate reference committees and

to be available for conferences with the reference committees during the annual session of the House of

Delegates.

Relations with Other Councils: Councils, through their council chairs, are encouraged to initiate discussion,

to interact freely with each other and other lead council staff and senior management team members, to

coordinate activities and to share information on issues of mutual concern in order to facilitate the business of

the Association. This may include collaboration on reports and resolutions to be submitted to the Board or

House, on behalf of one or more council. It shall be the duty of the council chairs to promptly inform the

Executive Director through the lead council staff member of these activities.

Attendance at Meetings of House of Delegates: All chairs of all councils, or their designated

representatives, must register for and attend all meetings of the House of Delegates. Absence from more than

one meeting removes eligibility for reimbursement. If the chair is not officially a member of the House of

Delegates, s/he may be seated in a special section provided for that purpose. All chairs are required to attend

the meetings of the reference committees which will consider the reports of their councils.

Privilege in House of Delegates: Chairs and members of councils who are not members of the House

Delegates shall have the right to participate in the debate on their respective reports, but shall not have the

right to vote.

Procedural Note. Council and commission chairs are responsible for requesting access to the floor of the

House of Delegates for any non-delegate council or commission member who desires to speak during debate

on the report of the council or commission, consistent with the Bylaws and the Rules of the House of

Delegates. Requests should be directed to the Speaker of the House of Delegates in advance of the annual

meeting, or to the Committee on Credentials, Rules and Order at Delegate Registration at the meeting site.

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Preservation of Records: It shall be the duty of the lead staff member of each council to preserve the

minutes and other essential records of that council.

Conferences: Councils are authorized to hold conferences and similar events on subjects coming within their

purview, provided there is an appropriation of funds for such events in the budget.

Ballots for Transacting Business without Meetings: Councils are authorized to transact business by ballot

without a meeting, and actions taken are as binding as if they had been taken at an officially called meeting.

All ballots of all councils shall conform to the following rules:

1. The submission of a ballot shall be initiated by the chair of a council or by a staff member who is an

employee of the Association.

2. Ballots shall be submitted to council members in the form of a resolution. Each ballot shall include

sufficient information to permit the members to register an intelligent and justifiable vote on the

question presented.

3. Ballots may be circulated by either regular mail through the U.S. Postal Service, overnight courier,

facsimile (fax), or Association-sponsored electronic mail or via such other electronic balloting system

as the Association may, from time to time, employ. Votes recorded on ballots may be returned by the

same methods.

4. Except as otherwise provided in these rules, the affirmative vote of a majority of all the members of the

council shall be required for approval of the action by ballot. Only votes for or against a resolution shall

be counted in determining a majority. Express abstentions should not be counted in determining a

majority.

5. Note that this paragraph applies only to councils. The action becomes effective when all members of

the voting body entitled to vote have voted, unless the ballot specifies a closing date for the ballot,

which shall be at least five (5) days from the opening date of the ballot. If no date is specified, the

ballot shall remain open twenty (20) days from issuance. Any vote not received upon the closing of the

ballot shall be considered an affirmative vote.

6. In the event a council member is unable to perform his or her duties for an extended period of time

due to illness or disability, and the member wishes to take a temporary leave of absence rather than

resign, during the period of disability the number of votes needed to approve council business by mail

or electronic ballot shall be one less than specified in paragraph number 4 of this section. Also, the

disabled member’s failure to vote within the applicable voting period shall not be counted in either the

affirmative or negative.

7. All business transacted by ballot without a meeting shall be recorded in the minutes of the next regular

session of the council.

Rules of Order: Councils shall be governed by the American Institute of Parliamentarians Standard Code of

Parliamentary Procedure in their parliamentary proceedings except in case of conflict with these rules, the

specific rules of the council, the Rules of the Board of Trustees, or the Bylaws of the Association.

Additional Rules for Councils: Councils are privileged to prepare additional rules which may be needed for

the conduct of their affairs but such rules shall not be established or amended without approval of the Board

of Trustees.

Suspension of Rules: These Standing Rules may not be suspended or amended without approval of the

Board of Trustees.

192 2018 BOARD, FEBRUARY

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General Expenses: The general expenses of council members shall be reimbursed (1) when a proper

invoice is submitted; and (2) when provision for payment has been made in the budget of the council. All

requests for reimbursement must be submitted on official forms and is subject to the required approvals.

Volunteer and Non-Staff Travel and Expenses: Volunteer and non-staff travel and expenses are governed

by the Volunteer and Non-Staff Travel and Expense Policy of the Association, a copy of which is attached as

Appendix 1.

Staff Travel and Expenses: Staff travel and expenses are governed by the Staff Travel and Expense Policy of

the Association, a copy of which is attached as Appendix 2.

Association Whistleblower Policy

The ADA’s Bylaws, Standing Rules, Principles of Ethics and Code of Professional Conduct and, for its

employees the Employee Handbook, (collectively, the “Rules”), require trustees, officers, council and

commission members, volunteers and employees to observe high standards of business and personal ethics

in the conduct of their duties and responsibilities. As representatives of the Association, we must practice

honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations. For

this reason trustees, officers, council and commission members, volunteers and employees with reasonable

grounds are encouraged to report violations or suspected violations of the Rules in accordance with this

Whistleblower Policy. Without limiting your reporting any instances of violations of the Rules, examples of

matters which should be reported include awareness of false or misleading information in the Association’s

financial statements or other public or legal documents, situations where false information is provided to or

withheld from auditors or government officials, forgery or alteration of documents, authorizing or receiving

compensation for goods or services not received, falsifying the Staff Reimbursement Form, or falsifying

reimbursement for medical or dental treatment.

No Retaliation: No trustee, officer, council and commission member, volunteer or employee who in good

faith reports a violation of the Rules or the ADA’s Professional Conduct Policy and Prohibition against

Harassment shall suffer harassment, retaliation or adverse employment consequence. Another employee

who retaliates against someone who has reported a violation in good faith is subject to discipline up to and

including termination of employment. However, an allegation may not be made maliciously, recklessly without

foundation, or knowingly false. Such misuse of the Whistleblower Policy will be viewed as a serious

disciplinary offense.

Reporting Violations: In the case of employees, your supervisor may be in a position to address your area

of concern, but alternatively, you may contact the Chief of People Management or the Vice President (VP) in

your division. VPs, supervisors and managers, trustees, officers, council and commission members, and

everyone in the case of suspected fraud, are required to report

suspected violations of the Rules to the

Association’s designated Compliance Officer, ADA General Counsel, who has the specific responsibility to

investigate all reported violations, or alternatively the Chief of People Management. You may choose to report

suspected violations on a confidential basis or anonymously. Reports will be kept confidential to the extent

possible, consistent with the need to conduct an adequate investigation.

Compliance Officer: The Association’s Compliance Officer is responsible for investigating and resolving

reported allegations concerning violations of the Rules and shall advise the Executive Director and/or the

Audit Committee of the Board of Trustees where appropriate. The Compliance Officer shall in all cases

promptly notify the Audit Committee in the case of financial, accounting and auditing matters, which shall

address all such reported concerns. The Chief of People Management shall also have the authority to

conduct investigations with reference to the reported allegations referred to herein.

Effect of Policy: This policy is intended to encourage and support high ethical standards, but is not an

express or implied contract of employment. In the case of employees, they continue to be employed on an at-

will basis, which means that the Association or the employee may terminate the employment relationship at

any time, with or without reason, and with or without notice. The Association reserves the right to change,

2018 BOARD, FEBRUARY 193

modify or delete any provision in this Whistleblower Policy and to interpret and administer this policy in its sole

discretion.

Updated 8/11/17

194 2018 BOARD, FEBRUARY

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Members First 2020 - Three Goals

1. Increase member value and engagement

2. Financial sustainability

3. ADA, State and local capacity building

Goal 1: Increase Member Value and Engagement

• Measures: Net member growth-3,500 over the next 18 months - five year plan (800 new net / year)

• Tactics

1. Build the pipeline of dental students and new dentists

1. Increase conversion rates from provisional member to full member

2. Simplify the member experience

1. Automate, “Easy Button”, Device friendly , universal application, monthly payments

3. Focus the member message

1. Relevant to unique segments of membership and non-members

2. Emotional Story Telling – Persona Development, Individualists vs Collectivists

4. Improve member digital experience

1. Career Center

5. Provide what the member seeks in real time with high touch-content management discipline:

Net Promoter Score and Utilization Rates

Goal 2: Financial Sustainability

• Measure: Liquid Reserves will be no less than 50% of annual operating expenses

• Non dues revenue will be 65% of revenue

– Growth of non-dues revenue between 3-6% annually

• More efficient use of resources to grow non dues revenue

– Innovate new sources of non-dues revenue

• Business Model Project

• Credentialing

• ADAT

Goal 3: All levels of the ADA will have sufficient organizational capacity to achieve goals 1 & 2

• Client Services : Measure: State by State Increased Net Membership And Financial Sustainability

– Simplify Member Experience at all local level

– Standardize Member data management through Aptify across all three tripartite levels

– Standardize Brand and Messaging

– Simplify Member Application process-Universal Application and automatic online payments

– Strengthen Governance, Strategic Planning, Membership Engagement, Membership Touch

Points and Financial Cash Flow at state and local levels

• ADA Capacity

– Simplify and standardize work flow processes

– Develop leadership and conflict management skills

– Build expertise on Agile Project Management

– Work more efficiently across the divisions rather than vertically-More cross divisional work

teams

– Segment ADA customer market: pre dentists, pre doctoral, early career, mid-career, late

career, industry and policy makers/regulators

2018 BOARD, MARCH 195

Minutes of the Board of Trustees

March 14, 2018

Special Telephonic Meeting of the Board of Trustees

Call to Order: A special telephonic meeting of the ADA Board of Trustees was called to order on

Wednesday, March 14, 2018, 5:00 p.m., Central Daylight Savings Time. The meeting was called in

accordance with the provisions of the Organization and Rules of the Board of Trustees.

Roll Call: Officers and members of the Board of Trustees participating: Drs. Joseph P. Crowley, Jeffrey M.

Cole, Lewis Mitchell, Richard A. Huot, Glen D. Hall, Ronald P. Lemmo, Kathleen O’Loughlin, Rickland G.

Asai, Robert N. Bitter, Raymond A. Cohlmia, Judith M. Fisch, Chad P. Gehani, John F. Harrington, Linda K.

Himmelberger, Daniel J. Klemmedson, Billie Sue Kyger, Kenneth McDougall, Kirk M. Norbo, Julio H.

Rodriguez, Cesar R. Sabates, George R. Shepley, Roy Thompson.

Drs. Richard Black and Lindsay Robinson were not in attendance.

Following the roll call, Dr. Hall announced that a quorum was present.

Staff Present for all or Portions of the Call: Jerry Bowman, chief of Governance and Strategy

Management, Michael Graham, senior vice president, Government and Public Affairs; Craig Busey, general

counsel; Wendy Wils, deputy general counsel; Paul Sholty, chief financial officer; Marcelo Araujo, vice

president, Science Institute; Stephanie Moritz, chief communications officer; Michelle Kruse, director,

Administrative Services, Tomisena Cole, senior manager, Board and House Matters

Report of the Council on Government Affairs: Draft Interim Board Policy on Opioid Prescribing:

Michael Graham presented the report of the Council on Government Affairs related to opioid prescribing and

adoption of interim policy. The interim policy, considered by the Councils on Education and Licensure,

Scientific Affairs and Dental Practice, dealt with three major areas: continuing education, dosage and

duration, and prescription drug monitoring. Mr. Graham advised that the interim policy was needed in

advance of the upcoming Lobby Day.

Mr. Graham noted that the Council on Government Affairs would forward the interim policy, if adopted by the

Board, to the 2018 House for ratification.

Resolution B-37 was moved. A motion to amend was made to amend by deleting number 1 in the section on

continuing education. After discussion, the Board adopted the motion to amend. A second motion to amend

the section on continuing education by deleting“/or” from the first resolving clause was then made. Without

objection, the motion was adopted. On vote, Resolution B-37, as amended, was adopted as follows (deletions

stricken):

INTERIM BOARD POLICY ON OPIOID PRESCRIBING

Continuing Education

B-37-2018. Resolved, that the ADA supports mandatory continuing education (CE) in prescribing opioids

and other controlled substances, with an emphasis on preventing drug overdoses, chemical dependency,

and/or diversion. Any such mandatory CE requirements should:

1. Exempt dentists that do not have a Drug Enforcement Administration registration to prescribe

controlled substances,

2. Provide for continuing education credit that will be acceptable for both DEA registration and state

dental board requirements,

3. Provide for coursework tailored to the specific needs of dentists and dental practice,

196 2018 BOARD, MARCH

4. Include a phase-in period to allow affected dentists a reasonable period of time to reach

compliance,

and be it further

Dosage and Duration

Resolved, that the ADA supports statutory limits on opioid dosage and duration of no more than seven

days for the treatment of acute pain, consistent with Centers for Disease Control and Prevention (CDC)

evidence-based guidelines.

(See CDC Morbidity and Mortality Weekly Report from March 17, 2017 66(10); 265-269) at:

https://www.cdc.gov/mmwr/volumes/66/wr/mm6610a1.htm)

and be it further

Prescription and Drug Monitoring

Resolved, that the ADA supports dentists registering with and utilizing Prescription Drug Monitoring

Programs (PDMP) to promote the appropriate use of controlled substances for legitimate medical

purposes and deter the misuse, abuse and diversion of these substances.

(See existing ADA Policies and Recommendations on Substance Use Disorders at:

https://www.ada.org/en/about-the-ada/ada-positions-policies-and-statements/policies-and-

recommendations-on-substance-use-disorders).

and be it further

Resolved, that the ADA supports improving the quality, integrity, and interoperability of state prescription

drug monitoring programs.

The Board requested that talking points be provided prior to Student Lobby Day.

Report of the Senior Vice President, Government and Public Affairs: Purchase of an ADA Office

Building on the Senate Side of the U.S. Capitol: Mr. Graham provided a report to the Board on activities

undertaken pursuant to Resolution B-11-2018, which authorizes appropriate staff to continue due diligence

regarding the purchase of a DC property. Mr. Graham reported that on February 23, 2018, Dr. O’Loughlin

signed a “letter of intent” with the support of Drs. Crowley and Cole, regarding the proposed purchase of the

property located at 400 C Street, NE; Washington, DC.

Mr. Graham indicated that the ADA is developing the purchase contract for the property and which would

need to be signed by all parties no later than March 28. From the date the purchase contract is signed by all

parties, the ADA has three days to provide a $137,500 down payment. Execution of the purchase contract

also starts the 45-day study/due diligence period (the ADA down payment is fully refundable during this

period, for any reason). The ADA must indicate that it DOES NOT want the property by or around May 10 or

else the contract remains in place and the deposit is NOT refundable. A report on the study/due diligence will

be provided for the Board’s consideration at its April 2018 meeting.

The following resolution was submitted for the Board’s consideration. It was noted that pursuant to the Capital

Reserve Spending Approval Process as outlined in the Organization and Rules of the Board of Trustees, the

funding request could be approved by the President, President-elect, and Treasurer without the Board’s

approval, since it does not exceed $500,000. These officers indicated their support by vote for the

expenditure. Dr. Crowley asked the Board if there was any objection to this funding request. No objection was

made and the Speaker declared Resolution 38 moot.

2018 BOARD, MARCH 197

Resolution

B-38. Resolved, that the Board directs the Executive Director to negotiate and execute a contract to

purchase the property at 400 C Street, NE, Washington DC; and be it further

Resolved, that the Board approves payment of $137,500 as a down payment on the property, upon

the execution of the purchase contract; and be it further

Resolved, that appropriate staff shall provide updates to the Board on the negotiations for the

property, payment of the down payment and findings from the 45 day investigation and due diligence

period following execution of the contract.

198 2018 BOARD, APRIL

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Minutes of the Board of Trustees

April 21–24, 2018

Headquarters Building, Chicago

Call to Order: The fourth regular meeting of the Board of Trustees of the American Dental Association was

called to order by Dr. Joseph P. Crowley, president, on Saturday, April 21, 2018, at 1:00 p.m. in the Board

Room of the ADA Headquarters Building, Chicago.

Roll Call: Officers and members of the Board of Trustees in attendance were: Joseph P. Crowley, Jeffrey M.

Cole, G. Lewis Mitchell, Jr., Richard A. Huot, Glen D. Hall, Ronald P. Lemmo, Kathleen T. O’Loughlin,

Rickland G. Asai, Robert N. Bitter, Richard C. Black, Raymond A. Cohlmia, Judith M. Fisch, Chad P. Gehani,

John F. Harrington, Jr., Linda K. Himmelberger, Daniel J. Klemmedson, Billie Sue Kyger, Kenneth McDougall,

Kirk M. Norbo, Lindsey A. Robinson, Julio H. Rodriguez, Cesar R. Sabates, George R. Shepley, and Roy

Thompson.

Following the roll call, Dr. Hall announced that a quorum was present.

The following ADA staff were in attendance for all or portions of the meeting at the invitation of the president:

Marcelo Araujo, vice president, Science Institute; Jerome K. Bowman, chief, Governance and Strategy

Management; J. Craig Busey, Esq., general counsel; Judith Fleeks, vice president, Human Resources; James

Goodman, senior vice president, Business and Conferences; Michael A. Graham, senior vice president,

Government and Public Affairs; Catherine Mills, vice president, Conferences and Continuing Education;

Stephanie Moritz, chief communications officer; David Preble, senior vice president, Practice Institute; Robert

Quashie, vice president, Business Operations and Strategy; Bill Robinson, vice president, Member and Client

Services; Paul Sholty, chief financial officer; Michael D. Springer, senior vice president, Business and

Publishing; Marko Vujicic, chief economist and vice president, Health Policy Institute; James Willey, senior

director, Practice Institute; and Anthony Ziebert, senior vice president, Education/Professional Affairs.

Guests in attendance for a portion or portions of the meeting included: Dr. Michael Glick, editor, The Journal

of the American Dental Association; Dr. Nipa Thakkar, chair, New Dentist Committee; Dr. William Calnon,

president, ADAF; Dr. Thomas Hart, senior director, Volpe Research Center; Toby Bottorf, Continuum

Innovation; and Dr. Gary Roberts, Business Model Governance Team. Dr. Thomas Paumier, Budget and

Finance Committee, joined the meeting telephonically.

Others in attendance for all or portions of the meeting were: Tomisena Cole, senior manager, Board and

House Matters; Thomas C. Elliott, Jr., Esq., deputy general counsel; Judith Jakush, editor, ADA News;

Michelle Kruse, director, Administrative Services; Molly Potnick, coordinator, Board and House Matters; Kyle

Smith, manager, House of Delegates; Cathryn Albrecht, Esq., senior associate general counsel; and Wendy

Wils, Esq., deputy general counsel. Other ADA staff members were in attendance for specific agenda items.

Before consideration of business, Dr. Crowley called attention to the ADA Disclosure Policy statement

included on the meeting agenda and the requirement to disclose

any conflicts of interest. No conflicts were

disclosed at this time.

2018 BOARD, APRIL 199

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Preliminary

Approval of Agenda and Consent Items

Approval of Agenda. Before requesting approval of the agenda, Dr. Crowley asked if there were any items

of new business. The following item of new business was identified:

 ADA Subsidiary Relationships

Without objection the new item of business was added to the agenda and the amended agenda was adopted.

B-41-2018. Resolved, that the agenda be approved as the official order of business for the current

meeting of the Board of Trustees except that the President may alter the order of the agenda when

necessary to expedite business.

Approval of Consent Calendar. Dr. Crowley reviewed the list of proposed consent items; the following items

were removed from consent.

 Report of ADA Business Enterprises, Inc.

 Proposed 2020 and 2021 Board of Trustees Meeting Dates (Res. B-56 and B-57)

The amended consent calendar was adopted by the Board of Trustees.

B-40-2018. Resolved, that the resolutions contained on the Consent Calendar for Board of Trustees

consideration, as amended, be approved and reports be filed.

Approval of Minutes of Previous Sessions

Minutes of the February 11–13, 2018, Meeting of the Board of Trustees. The following resolution was

adopted (consent calendar action).

B-60-2018. Resolved, that the minutes of February 11–13, 2018, meeting of the Board of Trustees

be approved.

Minutes of the March 14, 2018, Conference Call Meeting of the Board of Trustees. The following resolution

was adopted (consent calendar action).

B-61-2018. Resolved, that the minutes of the March 14, 2018, conference call meeting of the Board

of Trustees be approved.

Minutes of the March 12, 2018, Closed Session Conference Call Meeting of the Board of Trustees. The

following resolution was adopted (consent calendar action).

B-36-2018. Confidential Action

Reports of Standing Committees of the Board of Trustees

Report of the Audit Committee: On behalf of the Committee, Dr. Rickland G. Asai, chair, presented the

report of the Audit Committee’s April 20, 2018, meeting. The report identified major topics discussed, reports

received and actions taken.

Report of the Budget and Finance Committee: On behalf of the Committee, Dr. Lindsey A. Robinson,

chair, presented the report of the Budget and Finance Committee’s April 21, 2018, meeting. The report

200 2018 BOARD, APRIL

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identified major topics discussed, reports received and actions taken. The Committee presented its

recommendations on the following resolutions for the Board of Trustees’ consideration.

Report of the ADA/ADEA/ASDA Task Force on Assessment of Readiness for Practice. Dr. Robinson

moved Resolution B-46; on vote Resolution B-46 was adopted by the Board of Trustees.

B-46-2018. Resolved, that the “Call to Action: Reforming the Dental Licensure Process to Eliminate

Single Encounter Procedure-Based Clinical Examinations on Patients and Increase the Portability of

Dental Licensure” (Appendix 1) be approved.

Dr. Robinson moved Resolution B-47. A motion was made to amend B-47 by striking the second resolving

clause. On vote, Resolution B-47 was adopted as amended by the Board of Trustees.

B-47-2018. Resolved, that the ADA be a founding member of a national coalition for licensure

reform., and be it further

Resolved, that $57,625 is authorized to be included in the Division of Education’s 2019 operations

budget.

Board Contingency—CODA System Implementation and New Headcount. Dr. Robinson moved Resolution

B-49 as amended by the Committee with the recommendation to adopt; on vote Resolution B-49 was adopted

by the Board of Trustees.

B-49-2018. Resolved, that an appropriation of up to $182,000 be made from the Capital

Replacement Reserve Account to fund the completion of the new CODA environment; and be it

further

Resolved, that the following appropriation be from the 2018 Contingent Fund and be allocated to line

items in the stated cost center in accordance with the terms of the supplemental appropriation

request to cover the costs of a new IT headcount to support the new CODA system.

Division of Information Technology

(Cost Center: 090-1450-000)

Application Developer – up to $60,000

Report on the Business Model Project Governance Team: Business Model Project Update. Dr. Robinson

moved Resolution B-67, as amended by the Committee, with the Committee’s recommendation to adopt. A

motion was made to amend the first resolved clause by replacing “$3.5 million” with “$2.8 million” and

inserting the words “excluding the purchasing and selling of practices” after the word “Mortar.” On vote, the

amendment was not adopted. On vote, Resolution 67 was adopted by the Board of Trustees.

B-67-2018. Resolved, that the ADA Board of Trustees allocate up to $3.5 million from reserves for a

pilot program to build and test a prototype of the project code-named “Mortar,” and be it further

Resolved, that the Business Model Project Governance Team provide an update to the Board of

Trustees at its August 2018 meeting.

Capital Reserve Spending Approval Request to Fund NetSuite Phase 2—Systems Enhancements. Dr.

Robinson reported that B-69 had been submitted in error and that no action was needed; B-69 was declared

moot.

2018 BOARD, APRIL 201

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B-69. Resolved, that an appropriation of up to $150,000 be made from the Capital Replacement

Reserve Account to fund the completion of the NetSuite Phase 2 System Enhancements.

Board Contingency Request: Costs of Old Deferred Compensation Payouts. Dr. Robinson moved

Resolution B-70 with the Committee’s recommendation to adopt; on vote Resolution B-70 was adopted by the

Board of Trustees.

B-70-2018. Resolved, that up to $36,000 be allocated from the Board Contingency to cover the one-

time cost of payroll taxes related to the settlement of old deferred compensation accounts.

Division of Central Administration

(Cost Center 141-0900-000)

Up to $36,000 – Funding to cover one-time costs of payroll taxes to settle old deferred

compensation balances.

Report on the Status of the 2018 Board Contingency. A Board Contingency Fund of $750,000 was

authorized in the 2018 budget. Dr. Robinson reported a remaining balance of $278,769.

Update on Reserves. The 2008 Association’s Reserve Policy was referred to the Budget and Finance

Committee for consideration and report to the Board of Trustees at its August meeting.

Report of the Compensation Committee: On behalf of the Committee, Dr. Robert N. Bitter, chair, presented

the report of the Committee’s April 20, 2018, meeting. The report identified major topics discussed and

actions taken.

Report of the Diversity and Inclusion Committee: On behalf of the Diversity and Inclusion Committee, Dr.

Chad P. Gehani, chair, presented the report of the Committee’s April 16, 2018, meeting. The report identified

major topics discussed, reports received and actions taken. Dr. Gehani moved the following resolutions; on

vote, Resolutions B-71 and B-72 were adopted by the Board of Trustees.

B-71-2018. Resolved, that the following 16 candidates be approved to participate in the 2018-2019

class of the ADA Institute for Diversity in Leadership:

Anderson, Monica, Texas

Chang, Josephine, Illinois

da Fonseca, Marcio. Illinois

Farmer, Michael, North Carolina

Garaway, Chinara, Florida

Hamlin, Zaneta, Virginia

Henderson, Raven, Connecticut

Khan, Sarah, Pennsylvania

Lee, Wooram Alex, California

Rao, Aruna, Minnesota

Smith, Carlos, Virginia

Thusu, Akshay, Texas

Tomlinson, Sarah, North Carolina

Varela, Alberto, Utah

Worell, Dentonio, Virginia

Ying, Quyen Vu, Alabama

B-72-2018. Resolved, that the following candidates be approved as alternates for the 2018-2019

class of the ADA Institute for Diversity in Leadership:

202 2018 BOARD, APRIL

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Tai, Alicia, California

Patel, Kumar, Georgia

Ellis, Simone, Texas

*Aslam-Pervez, Nawaf, Minnesota

*Barrera, Alejandro, Texas

*Pereya, Omar, New Mexico

*All three applicants were ranked in fourth place for an alternate position. If a fourth alternate is

needed, the Committee will selected one from the three applicants.

Report of the Pension Committee: On behalf of the Committee, Dr. Ron Lemmo, chair, presented the report

of the Committee’s April 20, 2018, meeting. The report identified major topics discussed and actions taken.

Reports and Resolutions to the Board of Trustees

Communications and Marketing

Report of the Chief Communications Officer: Master Brand Strategy for the Current and Future State

of the ADA Parent Brand: Ms. Stephanie Moritz, chief communications officer, and Ms. Kelley Skoloda,

founder, KS Consulting and Capital, provided an update on the plan to bring the Master Brand to life as it is

rolled out to all internal and external audiences.

Report of the Chief Communications Officer: ADA Vision Statement Recommendation: Ms. Kelly

Skoloda, KS Consulting and Capital, presented a fully-vetted ADA Vision Statement recommendation:

Empowering dental professionals to achieve optimal oral care for all. Several Board members spoke in

opposition to the word “care” instead of “health.” Later in the meeting, a revised vision statement was

presented to the Board for approval. After discussion, Resolution B-66 was moved for consideration; on vote

the following resolution was adopted by the Board of Trustees.

B-66-2018. Resolved, that the Board approves the ADA Vision Statement noted below submitted by

the Integrated Marketing and Communications Division.

Empowering dental professionals to achieve optimal health for all.

Report of the Chief Communications Officer: ADA Spokesperson Candidates: The Board of Trustees

adopted the following resolution (consent calendar action).

B-39-2018. Resolved, that the following ADA national spokesperson candidates be invited to serve

as a spokesperson through the 2018 annual meeting.

Expert Advisors

Anthony Caputo, D.D.S., Tucson, Az., District 14 (Anesthesia)

Paul Moore, D.M.D., M.S., Ph.D., M.P.H., Pittsburgh, Pa., District 3 (Opioids)

Cheryl Watson-Lowry, D.D.S., Chicago, Il., District 8 (Action for Dental Health)

Report of the Council on Communications: Update on Resolution 67H-2016: Drive Utilization of Dental

Services for ADA Members: This informational report included results from year one of the three-year

campaign to increase dental visits for ADA dentists (consent calendar item).

Conferences and Continuing Education

2018 BOARD, APRIL 203

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Report of the Committee on Annual Meetings: CAM Charter Language Clarification Edit: The Board of

Trustees adopted the following resolution (consent calendar action).

B-50-2018. Resolved, that the edits to the Committee on Annual Meetings Charter submitted by

CAM be approved, and be if further

Resolved, that the Governance Committee is authorized to make conforming changes to the

Organization and Rules of the Board of Trustees.

Report of the Committee on Annual Meetings: ADA 2019 World Dental Congress Registration Fees:

Ms. Catherine Mills, vice president, Conferences and Continuing Education, reported that with the transition of

CAM from council to committee, the need for Board approval to changes to fees would become moot. Dr.

Black moved Resolution B-73; on vote, Resolution B-73 was adopted by the Board of Trustees.

B-73-2018. Resolved, that the Board of Trustees authorizes the Committee on Annual Meetings

(CAM) to approve and report to the Board on the registration, exhibit booth, and other specific fees

related to the ADA annual session without Board approval, and be it further

Resolved, that the Governance Committee is authorized to make conforming changes to the Board

Rules.

Based on the adoption of Resolution B-73-2018, the following resolution was declared moot.

B-62. Resolved, that the Board approves the changes to the ADA annual meeting pricing structure

set forth in the table below.

204 2018 BOARD, APRIL

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Report of the Committee on Annual Meetings: ADA 2019 World Dental Congress Exhibit Booth Fees:

With the adoption of Resolution B-73, the following resolution was ruled moot.

B-63. Resolved, that the 2019 ADA annual meeting booth fees as set below be approved.

(1)

Available only to ADA 2018 exhibitors who reserve their 2019 booth during the advance sales

process prior to or onsite at ADA 2018. Would require a non-refundable $1,000 booth deposit per

10’x10’ space.

Education/Professional Affairs

Report of the Commission for Continuing Education Provider Recognition: Establishment of New

Committees: This informational report summarized the creation of two new standing committees to facilitate

the Commission’s work, the Finance Committee and the Planning and Assessment Committee (consent

calendar item).

Consideration of CODA Public Member Nominees Recommended by the Council on Dental Education

and Licensure: The Board of Trustees adopted the following resolution (consent calendar action).

B-42-2018. Resolved, that the nominations of Ms. Marianne Gauss, Mr. Matt Hatchett, and Dr. Jan

Lancaster to serve as public members on the Commission on Dental Accreditation be transmitted to

Dr. William Leffler, chair, Commission on Dental Accreditation for consideration at the Commission’s

August 2018 meeting.

Report of the Commission on Dental Accreditation: Policy on Operating Reserve Fund: This

informational report summarized the development of a mechanism by which the Commission can establish a

dedicated reserve fund as part of its strategic plan to become fiscally sustainable (consent calendar item).

Finance and Operations

Informational Report Regarding Officer Approval of Expenditures from Capital Replacement Reserve

Spending: This informational report summarized Officer approvals of spending from the Capital Replacement

Reserves (consent calendar item).

Government and Public Affairs

Report of the Senior Vice President, Government and Public Affairs: Federal and State Legislative,

Regulatory and Public Affairs Update: Mr. Graham provided an update on developments in Washington,

D.C. The following key issues were identified in this report: Action for Dental Health, CHIP reauthorization and

opioid epidemic funding, Medicare Part C and D, community water fluoridation, Medicaid, Community Dental

Health Coordinator Program, and emergency department referral. The report included a report of SPA

program expenditures as of February 2018. Mr. Graham also provided an update on the pending purchase

on the property in D.C.

2018 BOARD, APRIL 205

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Information Technology

Report of the Division of Information Technology: 2017 and 2018 Major Technology Initiatives Update:

This informational report provided financial transparency with respect to the performance of major drivers of

the Technology project budget (consent calendar item).

Legal Affairs

Report of the Division of Legal Affairs: Summary of Litigation and Other Matters: This confidential

report was provided for the Board’s information (consent calendar item).

Practice Institute

Update on Dental Quality Alliance Activities: This informational report provided an update on the activities

of the Dental Quality Alliance (DQA) (consent calendar item).

Report of the Council on Dental Practice: Hosting of 2020 ISO/TC 106 Meeting: The Board of Trustees

adopted the following resolution (consent calendar action).

B-58-2018. Resolved, that the ADA extend an invitation, through the U.S. member body ANSI, to

host the 2020 meeting of ISO/TC 106 Dentistry, and be it further

Resolved, that industry sponsorship be sought to offset meeting expenses.

CDP/Association of Dental Support Organizations Update: Dr. Preble provided a summary of CDP’s

meeting with the Association of Dental Support Organizations (ADSO) and summarized a list of asks from

ADSO. Dr. Preble reported that the purpose of the meeting was to figure out how the ADA can put forward a

value proposition for dentists who have chosen to work in a DSO. Dr. Sabates moved Resolution B-77.

B-77. Resolved, that the ADA develop and implement a pilot program to allow the ADA to collect

dues from dentist employees of large, multi-state practices and distribute the appropriate shares of

dues to the affected state and local societies, and be it further

Resolved, that the pilot program operate in such a manner that the state and local societies receive

the same dues as they would under current processes, and be it further

Resolved, that the Council on Membership be asked to assess the pilot project one year after it has

been implemented.

A motion was made to amend the first resolved clause by adding “tripartite” before “dues;” striking “dentist

employees of” in the second line; and inserting “on behalf of the dentists in those practices” before

“distribute.” Hearing no objection, the amendment was adopted. On vote, the Board of Trustees adopted

Resolution 77, as amended.

B-77-2018. Resolved, that the ADA develop and implement a pilot program to allow the ADA to

collect tripartite dues from dentist employees of large, multi-state practices on behalf of the dentists in

those practices and distribute the appropriate shares of dues to the affected state and local societies,

and be it further

Resolved, that the pilot program operate in such a manner that the state and local societies receive

the same dues as they would under current processes, and be it further

206 2018 BOARD, APRIL

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Resolved, that the Council on Membership be asked to assess the pilot project one year after it has

been implemented.

ADA Business Enterprises, Inc.

Report of ADABEI: This informational report provided a final wrap up of 2017 financials and a summary of

2018 financials and activities through January. Dr. Lemmo identified a correction was needed to the report,

and a revised report was presented to the Board later in the meeting.

ADA Foundation

Report of the ADA Foundation: This informational report provided the undertakings and activities of the

ADA Foundation since the February 2018 report (consent calendar item).

Report of the ADA Foundation Volpe Research Center: Dr. Thomas Hart, senior director, Volpe Research

Center, provided an update on initiatives at the ADA Foundation Volpe Research Center.

ADA Foundation Discussion: This discussion took place during a closed session of the Board of Trustees.

In open session, the following resolution was considered and adopted without objection.

B-75-2018. Resolved, that the ADA Foundation Board be urged to consider naming Dr. Kathleen

O’Loughlin as the Interim Executive Director of the ADA Foundation at their earliest opportunity.

Organizational/Other

Report of the ADA/FDI Delegation: The Board of Trustees adopted the following resolution (consent

calendar action).

B-48-2018. Resolved, that Dr. Marshall Gallant, Colorado, be nominated for a second three-year

term on FDI Public Health Committee, and appropriate materials be developed for his candidacy, and

be it further

Resolved, that Dr. Thomas Hart, Maryland, be nominated for a second three-year term on the FDI

Science Committee, and appropriate materials be developed for his candidacy.

Report of the New Dentist Committee: Dr. Nipa Thakkar, chair, New Dentist Committee, reported on new

dentist related matters. On vote, the following resolutions were adopted by the Board of Trustees.

B-43-2018. Resolved, that Dr. Nathaniel Lawson be nominated to serve as the new dentist member

of the Council on Scientific Affairs for the 2018-19 term, and be if further

Resolved, that Dr. Lawson’s nomination be transmitted to the 2018 House of Delegates.

B-44-2018. Resolved, that the ADA establish the following metrics to monitor and evaluate the New

Dentist Conference moving forward:

• 350 New Dentist Conference Registrants (range of 300-400)

• 25% of overall new dentist attendees from the annual meeting register for the Conference

(range of 20-30%)

• 4.1 average evaluation on a 5 point scale (range 3.8-4.4)

• Increase Net Promoter Score annually

• Retain 100% ADA membership of those who attended the prior year (range 95-100%),

2018 BOARD, APRIL 207

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and be it further

Resolved, that the New Dentist Committee receives the results of these metrics annually along with

the New Dentist Conference attendance roster by state and district from ADA staff.

B-45-2018. Resolved, that Dr. Ray Jarvis, Louisiana, be appointed to serve as Chair of the New

Dentist Committee for the 2018-2019 term.

Report on Nominations for ADA Honorary Membership: The Board of Trustees adopted the following

resolutions (consent calendar actions).

B-51-2018. Resolved, that the Board Rule relating to the timing of the consideration of the Honorary

Membership be suspended.

B-52-2018. Resolved, that the Board Rule relating to having at least 20 years of service for the

consideration of the Honorary Membership be suspended.

B-53-2018. Resolved, that the 2018 Honorary Membership of the American Dental Association be

presented to:

Mr. David Hemion, B.S., M.P.A., CAE

B-54-2018. Resolved, that the 2018 Honorary Membership of the American Dental Association be

presented to:

Dr. Patrick Hescot

B-55-2018. Resolved, that the 2018 Honorary Membership of the American Dental Association be

presented to:

Mr. Joe Martin, S.B., M.S.

Approval of 2020 and 2021 Board Meeting Dates: The following resolutions were presented for the Board’s

consideration. Dr. Sabates spoke in favor of adding an additional Board meeting in order to provide time for

strategic discussions. Dr. Hall informed the Board that extending an existing meeting would not require Board

action, but adding an additional meeting would require an action. Dr. Hall further clarified the Board may urge

the president to accommodate time in the agenda for strategic discussion. On vote, Resolutions B-56 and B-

57 were adopted by the Board of Trustees.

B-56-2018. Resolved, that the following 2020 Board of Trustees meeting dates be approved.

February 9-11 (Sunday – Tuesday)

April 5-7 (Sunday – Tuesday)

June 14-16 (Sunday – Tuesday)

August 30-September 1 (Sunday – Tuesday)

October 20 (New Board of Trustees Meeting, Orlando)

December 5-7 (Saturday – Monday) (Retreat and Board Meeting—Location TBD)

2020 House of Delegates Meeting: October 16-19, Orlando, Florida

B-57-2018. Resolved, that the following 2021 Board of Trustees meeting dates be approved.

February 7-9 (Sunday – Tuesday)

April 11-13 (Sunday – Tuesday)

July 18-20 (Sunday – Tuesday)

208 2018 BOARD, APRIL

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September 12-14 (Sunday – Tuesday)

October 16 (New Board of Trustees Meeting, Las Vegas)

December 11-13 (Saturday – Monday) (Retreat and Board meeting—Location TBD)

2021 House of Delegates Meeting: October 12-15, Las Vegas, Nevada

Report of Nominations to the Council on Scientific Affairs: The Board of Trustees considered multiple

nominations for the four open positions on the Council on Scientific Affairs. Trustees who nominated an

individual were given the opportunity to offer comments on their nominee’s qualifications. In accordance with

the Organization and Rules of the Board of Trustees, the Board balloted on the nominations and selected four

nominees to present to the 2018 House of Delegates. On vote, the Board adopted the following resolution.

B-59-2018. Resolved, that the names and qualifications of the following four individuals be

transmitted to the 2018 House of Delegates as nominees for membership on the Council on Scientific

Affairs for four year terms.

Dr. Raymond A. Dionne (District 16)

Dr. Kevin B. Frazier (District 5)

Dr. Carlos Gonzalez-Cabezas (District 9)

Dr. Ana Karina Mascarenhas (District 17)

Nomination for ADA Distinguished Service Award: The Board of Trustees adopted the following

resolutions (consent calendar actions).

B-64-2018. Resolved, that the Board Rule relating to the timing of the consideration of the

Distinguished Service Award be suspended.

B-65-2018. Resolved, that the 2018 Distinguished Service Award be presented to Dr. William R.

Calnon.

Report of the Chief of Governance and Strategy Management: Approval of New Dentist Voting

Member to the Committee on Annual Meetings: The Board of Trustees adopted the following resolution

(consent calendar action).

B-68-2018. Resolved, that Dr. Ray Jarvis be approved as the new dentist member to the Advisory

Committee on Annual Meetings for the 2017-2018 term.

Report of the President: Dr. Joseph Crowley presented an oral report that summarized his activities since

the February Board meeting.

Report of the President-elect: Dr. Jeffrey Cole gave an oral report of meetings attended and trips taken

since the February Board meeting.

Report of the Executive Director: Dr. Kathleen O’Loughlin and Mr. Robert Quashie demonstrated a new,

interactive Quarterly Management Report. This will allow the Board to more easily exercise responsibility to

oversee the major operations of the Association. The new format will more clearly present basic data and

allow for more detail as needed.

AAO Website Board Discussion: The Board participated in a discussion about the AAO website.

2018 BOARD, APRIL 209

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Liaison Reports

Report of Dr. John Harrington, Liaison to the American Student Dental Association: This informational

report summarized the February 21–25, 2018, ASDA meeting (consent calendar item).

Report of Dr. Billie Sue Kyger, Liaison to the Dental Content Committee: This informational report

summarized the December 12, 2017, meeting (consent calendar item).

Report of Dr. Billie Sue Kyger, Liaison to the Council on Ethics, Bylaws and Judicial Affairs: This

informational report summarized the March 10–12, 2018, CEBJA meeting (consent calendar item).

Report of Dr. Rickland G. Asai, Liaison to the Council on Government Affairs: This informational report

summarized the March 1–3, 2018, CGA meeting (consent calendar item).

Report of Dr. Rickland G. Asai, Liaison to the Standards Committee on Dental Informatics: This

informational report summarized the February 18-21, 2018, SCDI meeting (consent calendar item).

Report of Dr. Judith Fisch and Dr. Kirk Norbo, Liaisons to Dental Lifeline Network: This informational

report summarized the February 23, 2018, DLN meeting (consent calendar item).

Report of Dr. Raymond Cohlmia, Liaison to the Council on Scientific Affairs: This informational report

summarized the February 14–16, 2018, CSA meeting (consent calendar item).

Special Orders of Business/Special Appearances

Business Model Project Presentation and Board Discussion: Mr. Bill Robinson, vice president, Member

and Client Services, and Mr. Toby Bottorf, Continuum, provided a comprehensive update on the business

model project. It was reported that a pilot program is to be launched in 2018 and will build a service platform

that will support new and established dentists at their most important career transitions in ways that will

improve oral health and increase access to care. (See Resolution B-67-2018 on page 200). Guests in

attendance included: Dr. Gary Roberts, Business Model Governance Team. Dr. Thomas Paumier, Budget

and Finance Committee, joined the meeting via telephone.

Presentation: Dental School Strategy: Ms. April Kates-Ellison, director, Client Services, provided an update

on dental school strategy. Ms. Kates-Ellison reported a need to focus efforts on the schools in order to reach

both current and future students. A primary goal is to facilitate and encourage the conversion from student

membership to general membership. ADA does this by providing resources to the schools, in partnership with

our state and local societies.

Medicare Update: Dr. David Preble provided an update on ADA and Medicare and reported that ADA is not

pushing for a dental benefit in Medicare, but should be influencing those who are in order to achieve the best

result, if and when that happens. Dr. Preble reported that four

councils were finalizing discussions on what the

ADA’s advocacy position should be when engaging with groups who supporta dental benefit in Medicare. Dr.

Crowley noted that the August 2018 Board meeting will include a strategic discussion on Medicare. It was

noted further alignment and communication was needed between the Board and councils as well as an

opportunity to combine thought processes together. Later in the meeting, Dr. Lemmo moved Resolution B-78;

on vote, Resolution B-78 was adopted by the Board of Trustees.

B-78-2018. Resolved, that a Contingent Fund request of up to $45,000 be approved to fund a

Medicare Forum and, if needed, a Board meeting to be held in conjunction with the June 2018

meeting of the Budget and Finance Committee (Administrative Review Committee).

Presentation: ADA Core Value for Diversity and Inclusion: Ms. Susana Galvan, manager, Diversity and

Inclusion and Direct Member Outreach, presented a new ADA core value generated by staff:

Diversity and

210 2018 BOARD, APRIL

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Inclusion. Resolution 76 was moved for the Board’s consideration. Without objection, the Board of Trustees

adopted Resolution B-76.

B-76-2018. Resolved, that the Board adopts the additional core value of diversity and inclusion.

Accountability Session: Mr. Eric Coryell, Core Connects, presented the Board with a session on strategies

to help have crucial conversations, be accountable, and create an effective team.

New Business

ADA Subsidiary Relationships. Dr. Cole presented the following resolution to the Board for consideration. On

vote, Resolution B-74 was adopted by the Board of Trustees.

B-74-2018. Resolved, that the ADA General Counsel, with such input as may be appropriate from

representatives of the ADA, ADABEI and ADAF, and, if necessary and appropriate, with the

assistance of outside counsel, shall arrange for the preparation of a report and recommendations, for

submission to the Board of Trustees no later than August 2018, on best practices as to how parent

organizations should relate to subsidiaries and affiliates in the following areas:

•

Strategic alignment and goal setting

•

Risk management including internal and external audit controls processes

•

Cross over directors

•

Human Resources policies

•

Finance policies and procedures

•

Such other areas as may be appropriate

Closed Session

Closed sessions of the Board of Trustees were held at various times during the April 21–24, 2018, meeting of

the Board of Trustees. The minutes of the closed sessions are separately recorded; however, non-confidential

actions taken by the Board are reflected in the minutes of the open session. The following reports were

considered during the closed sessions:

 ADAF Board Discussion

 Closed Board Discussion

Attorney-Client Session

An attorney-client session of the Board of Trustees was held on Monday, April 23, 2018 in the Board Room of

the ADA Headquarters Building, Chicago.

Adjournment

Without objection, the fourth regular meeting of the Board of Trustees adjourned sine die on Tuesday, April

24, 2018 at 11:50 a.m.

2018 BOARD, MAY 211

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Minutes of the Board of Trustees

May 30, 2018

Special Telephonic Meeting of the Board of Trustees

Call to Order: A special session of the ADA Board of Trustees was called to order on Wednesday, May 30,

2018 at 5:30 p.m., Central Daylight Savings Time. The telephonic meeting was called in accordance with the

provisions of the Organization and Rules of the Board of Trustees.

Roll Call: Officers and members of the Board of Trustees present were: Drs. Joseph P. Crowley, Jeffrey M.

Cole, G. Lewis Mitchell, Jr., Richard A Huot, Ronald P. Lemmo, Glen D. Hall; Kathleen T. O’Loughlin,

Rickland Asai, Robert N. Bitter, Richard C. Black, Judith M. Fisch, Chad P. Gehani, John F. Harrington, Jr.,

Linda K. Himmelberger, Daniel J. Klemmedson, Bill Sue Kyger, Kenneth McDougall, Kirk M. Norbo, Lindsey

A. Robinson, Julio H. Rodriguez, Cesar R. Sabates, George R. Shepley, and Roy Thompson.

Dr. Raymond Cohlmia was not present at the telephonic meeting.

Before consideration of business Dr. Crowley called attention to the ADA Disclosure Policy included on the

meeting agenda and the requirement to disclosure any conflicts of interest; no conflicts of interest were

disclosed.

A quorum was present.

Staff: ADA staff present were: Jerome K. Bowman, chief, Governance and Strategy Management; Thomas

C. Elliott, Esq., deputy general counsel; Michael A. Graham, senior vice president, Government and Public

Affairs; Michael C. Kendall, senior associate general counsel; Michelle Kruse, director, Administrative

Services; Thomas Parcella, director, Finance and Operations; Robert Zinn, director, Accounting and

Reporting; Molly Potnick, coordinator, Board and House Matters; Paul Sholty, chief financial officer; Wendy

Wils, Esq., deputy general counsel

Report on Purchase of D.C. Senate Side Property: Mr. Sholty reviewed background reports and financial

implications for purchasing an ADA property on the Senate-side of the U.S. Capitol in Washington, D.C. The

Board discussed the options, including a recommendation from the Budget and Finance Committee, and had

its questions answered by staff. Resolution B-79 was presented for the Board’s consideration.

On vote, the

Board of Trustees adopted Resolution B-79.

Resolution

B-79-2018. Resolved, that an appropriation of up to $3,700,000 be made from the ADA Long Term

Reserve Account to fund the purchase and renovation of a new building on the Senate side (Stanton

Park) of Capitol Hill as an ADA investment and to improve the ADA brand on Capitol Hill, and be it further

Resolved, that the expenditure of these funds be tracked in a separate cost center as part of the ADA

Long Term Reserve Account with separate appropriate monthly reporting of activity and remaining

Account balance.

Adjournment: The special session of the Board of Trustees adjourned at 6:15 p.m.

212 2018 BOARD, JUNE

Minutes of the Board of Trustees

June 23, 2018

Special Meeting of the Board of Trustees

Headquarters Building, Chicago

Call to Order: A special session of the ADA Board of Trustees was called to order on Saturday, June 23,

2018 at 12:48 p.m., Central Daylight Savings Time in the Board Room of the ADA Headquarters Building,

Chicago. The meeting was called in accordance with the provisions of the Organization and Rules of the

Board of Trustees.

Roll Call: Officers and members of the Board of Trustees in attendance were: Joseph P. Crowley, Jeffrey M.

Cole, G. Lewis Mitchell, Jr., Richard A. Huot, Glen D. Hall, Ronald P. Lemmo, Kathleen T. O’Loughlin,

Rickland G. Asai, Robert N. Bitter, Richard C. Black, Raymond A. Cohlmia, Judith M. Fisch, Chad P. Gehani,

Jay Harrington, Linda K. Himmelberger, Daniel J. Klemmedson, Billie Sue Kyger, Kenneth McDougall, Kirk M.

Norbo, Lindsey A. Robinson, Julio H. Rodriguez, Cesar R. Sabates, and George R. Shepley.

Dr. Roy Thompson was not present.

Before consideration of business Dr. Crowley called attention to the ADA Disclosure Policy included on the

meeting agenda and the requirement to disclosure any conflicts of interest; no conflicts of interest were

disclosed.

A quorum was present.

Staff: ADA staff present were: Dr. Krishna Aravamudhan, senior director, Center for Dental Benefits; Jerome

K. Bowman, chief, Governance and Strategy Management; J. Craig Busey, Esq., general counsel; Tomisena

Cole, senior manager, Board and House Matters; Thomas C. Elliott, Jr., Esq., deputy general counsel;

Michael A. Graham, senior vice president, Government and Public Affairs; Dr. Jane Grover, director, Council

on Advocacy for Access and Prevention; Michelle Kruse, director, Administrative Services; Janine

MacLachlan, director, Council on Communications; Dr. Pamela Porembski, director, Council on Dental

Practice; Molly Potnick, coordinator, Board and House Matters; Dr. David Preble, senior vice president,

Practice Institute; Michael D. Springer, senior vice president, Business and Publishing; and Wendy Wils, Esq.,

deputy general counsel.

Guest: Dr. Nipa Thakkar, chair, New Dentist Committee

Report of the Council on Dental Benefit Programs: Cost Analysis for a Dental Benefit in Medicare: Dr.

Preble reported that the ADA received a request to author a section within a report from Oral Health America

(OHA) on cost analysis for a dental benefit in Medicare. The Board was asked to approve the cost analysis

section of this study for inclusion within the OHA report. Resolution 84 was presented for the Board’s

consideration.

B-84. Resolved, that the following section be approved for inclusion within the 2018 Oral Health

America Symposium report.

Proposed Structure/Cost Analysis

A recent study commissioned by the American Dental Association analyzed the cost structure

for various dental benefit designs within Medicare. Pricing was based on 2016 self-insured

market rates. This study estimated that a comprehensive benefit without dollar value caps

would cost the federal government 31.4 billion in 2016 dollars, or $32.3 billion in 2018. This

estimate assumes a general fund contribution of 75 percent of all costs, similar to the current

Medicare Part B funding structure. The estimated base premium increase for a Part B benefit is

2018 BOARD, JUNE 213

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$14.50 per beneficiary per month. This cost estimate accounts for low-income beneficiary

subsidies applied to premiums and cost-sharing and surcharges paid by high-income

beneficiaries. A standard 20% co-insurance was applied across all services. Additionally, this

model assumes dental services are not subject to any additional deductible.

This study assumes a reimbursement rate at the median (50th percentile) fee i.e. fees charged

by at least 50% of dentists in the Unites States. Funding a benefit at appropriate levels to

support participation is essential to assure adequate access for Medicare beneficiaries.

Apart from cost of services, overhead charges experienced by dental offices are significant.

Unlike a typical physician’s office, a dental practice that offers comprehensive services houses

significant equipment, creating a relatively larger overhead. Unlike Part B, within Medicare Part

A, hospitals are paid a facility fee to account for equipment costs for each service rendered in

the hospital.

Further within dental fee-for-service reimbursement models, other unique costs such as dental

laboratory material and supplies are included within the fee for each procedure. Practice

viability is dependent upon a mix of patients who are eligible for various discounted rates

versus full-fee paying patients in a practice. Thus, practice overhead along with total cost of the

services relative to discounted fees will be an important factor for dental practices considering

whether to participate in Medicare.

Note that these estimates are based on the current coverage trends for working-age adults. For

example, the cost of coverage for dental implants is not included within these estimates. Should

dental coverage include services like implants (necessary for some Medicare recipients), the

utilization and cost of such services would need to be added to these estimates. Similarly, any

current “pent-up” demand for dental services has not been modeled within these estimates.

Several Board members spoke in favor of amending the resolution by adding a disclaimer clarifying that

the report is not an endorsement of a dental benefit in Medicare. A motion was made to recess until language

could be drafted. On vote, the motion to recess was adopted. Following the recess, the Board resumed

consideration of Resolution B-84. A motion was made to amend the resolution so the first sentence under

“Proposed Structure/Cost Analysis” would read:

As part of an ongoing investigation of alternatives to serve the dental care needs of a growing

elder population, the ADA recently A recent study commissioned by the American Dental

Association a study that analyzed the cost structure for various dental benefit designs within

Medicare.

The motion also added the following language to the end of the resolution:

The ADA* continues to consider many options to address care for elders.

*Inclusion of the results of the ADA studies on this issue is not intended as an endorsement of

other statements included in this white paper. [FOOTNOTE]

The motion to amend B-84 was adopted. On vote, Resolution 84, as amended, was adopted.

B-84-2018. Resolved, that the following section be approved for inclusion within the 2018 Oral

Health America Symposium report.

Proposed Structure/Cost Analysis

As part of an ongoing investigation of alternatives to serve the dental care needs of a growing

elder population, the ADA recently A recent study commissioned by the American Dental

Association a study that analyzed the cost structure for various dental benefit designs within

Medicare. Pricing was based on 2016 self-insured market rates. This study estimated that a

214 2018 BOARD, JUNE

comprehensive benefit without dollar value caps would cost the federal government 31.4 billion

in 2016 dollars, or $32.3 billion in 2018. This estimate assumes a general fund contribution of

75 percent of all costs, similar to the current Medicare Part B funding structure.