Report elected officers

Use this form to report changes in component officer leadership to the WDA. Updated officer information helps us better serve your society and keep your volunteer leaders up-to-date with important news and information.

Return completed form to:

Amy Bastic, component relations coordinator
FAX: 414-755-4127
EMAIL: abastic@wda.org

How to save data in a fillable PDF

  1. Click the link above, save to your computer then open it. Fill out the form.
  2. Click Print. In the dialog box that appears, open the Name pull-down menu and select XPS Document Writer
  3. Click OK. A pop-up box will ask you to save the file to your computer. Choose a location to save the file and click Save.

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Volunteer immunity and insurance

State and federal governments have afforded certain protection to volunteer leaders. While the volunteer may have some protection, the organization is still open for legal suits. Immunity often differs for 501(c)(3) and IRS 501(c)(6) organizations. Insurance coverage adds further protection for volunteers and the organization.

Professional Insurance Programs offers professional liability insurance as additional coverage for component societies.

  • Directors and Officers (D&O) Liability covers officers and directors from liability claims stemming from their suspected misjudgments and unjust acts.
  • Professional Liability insurance is the legal obligation of health care professionals or their insurers to compensate patients for injury or suffering caused by acts of omission or commission by the professionals. Professional liability is a better characterization of the responsibility of all professionals to their patients than is the concept of malpractice, but the idea of professional liability is central to malpractice.  The professional must meet the standard of care for his/her profession.
  • General Liability insurance covers slip & fall type claims.

Contact PIP at 800-637-4676 or info@insuranceformembers.com for more information.

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Board legal duties

Duty of Care requires leaders to use reasonable care and good judgment in making their decisions on behalf of the interest of the organization.

Duty of Loyalty requires leaders to be faithful to the organization, avoiding conflicts of interest.

Duty of Obedience requires leaders to comply with government documents (i.e., bylaws, articles of incorporation, policies, etc.).

Tax filing decision tree

CliftonLarsonAllen LLP has provided a tax filing decision tree to explain the annual tax filing process for each local dental society and help you comply with federal income tax reporting requirements.

When using this chart, know answers to the following questions:

  • How is your component currently handling its tax filings?
  • What is the tax status of your component (i.e., have you been filing annual returns)?
  • Is your component incorporated?

Given the complexity of this issue, the WDA recommends you consult with an attorney or CPA before contacting the appropriate state or federal agencies.

Learn more about tax filing requirements from these online resources:

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Templates

Here are a few of the documents, boilerplates and samples dental society officers should carefully review and adapt for their component:

Treat all documents with confidentiality to protect goals, budgets and intellectual property.

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Download your component logo (png and eps files available)

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Meeting rules of order

Rules of order insure the meeting will stay on agenda and on time.

  • Agenda is used to insure that important business is covered.
  • Motions are proposals for action, beginning with the words, “I move we…”
  • Second is required for the motion to be discussed.
  • Amendments may be made to most motions if they improve the intent or clarify the original motion.
  • Tabling lays the motion aside.
  • Calling the Question refers to ending the discussion and voting on the motion.
  • Minutes protect the organization by recording the time and location of the meeting, participants and the outcome of the motions. They are not a place to record conversations, assignments, etc. (Minutes are intended to protect; reports and discussions can incriminate the organization.)
  • Voting is the official action after discussion to adopt, kill or table the motion.
  • Quorum is a majority of directors or the required members as set in the bylaws, to conduct business.

How to host a legislative component meeting

Dental societies benefit from hosting legislative meetings. They provide a forum for elected officials to communicate directly with constituent dentists.

A typical event is organized in a way that allows legislators to both socialize with the dentists individually and answer questions on an array of topics. It is a model that all societies can easily adopt.

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Business records retention

Consistent record retention supports a paper trail for organization activities and serves as documentation for a financial or IRS audit.

The following schedule should be used as a guide only, modified as necessary to meet your specific needs. Be sure to contact legal and accounting professionals for specifics applying to your organization and its activities.

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Board risks

The best method for governing without risk is to be aware of the traps. In addition to common risks identified, board members should be briefed on these important issues and responsibilities:

Antitrust

Violations occur when two or more persons from the same industry or profession gather and discuss suppliers, processes, prices, or operations. Remove yourself from any conversation that would change how business is conducted because of a joint-agreement among competitors.

  • DO NOT discuss prices, fees or rates, or features that can impact (raise, lower or stabilize) prices such as discounts, costs, terms and condition of sale, warranties or profit margins.  Note that price fixing may be inferred by involvement in price related discussions – whether or not an agreement was made among competitors.
  • DO NOT agree with competitors to uniform terms of sale, warranties or contract provisions.
  • DO NOT exchange data concerning fees, prices, production, sales, bids, costs, customers’ credit, or other business practices unless the exchange is pursuant to a well-considered plan approved by legal counsel.
  • DO NOT agree with competitors to divide up customers, markets or territories.
  • DO NOT agree with competitors not to deal with certain suppliers or insurance companies.
  • DO NOT try to prevent a supplier from selling to your competitor(s).
  • DO NOT discuss your customers with your competitors.
  • DO NOT agree to any membership restrictions, standard setting, certification, accreditation, or self-regulation programs without the restrictions or programs having been approved by legal counsel.
  • DO insist that meeting agendas be circulated in advance and that minutes of all meetings properly reflect the actions taken at the meeting.
  • DO leave any meeting (formal or informal) where improper discussions are held that might border on antitrust violations. Tell everyone why you are leaving.
  • DO ensure that officers, directors, committee members, or other members do not hold themselves out as speaking or acting with the authority when they do not, in fact, have such authority.
  • DO ensure that if questions arise about the legal aspects or your individual responsibilities under the antitrust laws, you seek advice and counsel from your own counsel or from the staff and counsel of association.

Click here for more antitrust information and resources.

Apparent Authority

This is the authority that third parties reasonably believe an officer can exercise even though the authority may not have been actually granted to that individual.

Specific powers are ordinarily granted to the officers through the bylaws or by resolution, describing the way the corporation is to be operated and managed. Ordinarily, the bylaws will set out the duties of the president and other officers. Nevertheless, under certain circumstances, acts performed by officers may bind an organization even in the absence of express authority. (This could include actions by committees and members of the organization.)

  • Actual authority is the authority a reasonable person in the officer’s position would ordinarily believe and expect to have been conferred upon him/her by the corporation. Actual authority may be expressly granted to officers in the bylaws, by resolutions of the board or by agreement by the board to similar actions in the past. Associated with actual authority is implied authority; the authority to do acts that are necessary and incidental to the exercise of authority expressly granted.
  • Apparent authority is the authority that third parties reasonably believe an officer can exercise even though it may not have been actually granted. It arises where the corporation knowingly permits the officer to exercise an authority or represents, knowingly or negligently, that the officer has such authority. Acts committed with apparent authority are ordinarily binding on the corporation. Apparent authority may arise by virtue of the nature of the office held by the officer (e.g., the president of the corporation would generally have the power to hire an executive secretary).
  • Authority of executive officers is when, in general, the vice chair acts in the absence of the chairman, but may be assigned special duties and responsibilities. The treasurer is ordinarily responsible for the financial records or the corporation and handles corporate funds. The secretary is in charge of corporate books and records (minutes, resolutions, etc.) and may be charged with issuing and transferring stock.

Conflict of interest

A conflict of interest is a situation in which someone in a position of trust has a competing professional or personal interest.

Boards are composed of persons with varied interests. Thus, conflicts can arise.

Financial audits

These should be used annually to protect board members.

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Member mailing lists

The WDA abides by these policies for member contact information:

  • WDA will provide lists for all association and component activities
  • WDA will sell the InSession pre-registration mailing list to our exhibitors
  • WDA will not sell lists to other groups for commercial purposes
  • WDA will provide lists to Marquette University School of Dentistry students to aid in research projects approved by the Dean
  • WDA will sell/provide lists to MUSOD for CE programs
  • WDA will sell/provide lists to our endorsed companies per contract
  • WDA will sell lists to dentists making practice announcements to their colleagues
  • WDA will provide lists to charitable organizations (such as non-profit dental clinics) provided the request comes through a component
  • WDA will not release any telephone numbers, email addresses or other personal information

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About the WDA

WDA House of Delegates

The house acts as supreme authoritative body of association, determining the policy that governs the WDA in all its activities. Determines the amount of annual membership dues and approves the annual budget, legislative agenda and resolutions or opinions made in the name of the association. The house also elects WDA officers, delegates and alternates to the American Dental Association House of Delegates and elects members of the Bylaws, Nominating and Ethics and Dental Relations committees.

Board of Trustees

The board conducts all business of the association, subject to the laws of the state of Wisconsin, the articles of incorporation, bylaws and mandates of the house. Has the power to establish interim policies when the house is not in session and when policies are essential to the management of the WDA, provided that all such policies be presented for review at the next house meeting. Approves all expenditures and authorizes certain officers or committees to spend money for specific purposes.

Committees

Committees are the standing bodies of the WDA. This association operates with the concept that the committees serve as the main forum for study, investigation and development of ideas and projects of recommendations to the WDA Board of Trustees and House of Delegates. Committees work within an approved budget. Committee activities are communicated to the board at each board meeting and committee chairs are invited to attend board meetings.  The board oversees all committees and has the ability to overrule committee actions.

WDA speak and other common acronyms

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State agencies

DHS – Department of Health Services 
http://www.dhfs.state.wi.us/
Summary: The DHS is the state’s administrative entity dedicated to the health of people in Wisconsin. DHS Secretary Kitty Rhoades works under the direction of the Governor to ensure that the priorities/ goals of the state health plan and the Governor’s office are carried out. DHS is an enormous government agency which houses a number of different divisions, offices and bureaus, some of which are listed below.

DPH – Division of Public Health
http://dhfs.wisconsin.gov/aboutDHFS/dph/dph.htm
Summary: DPH, a division of DHS, focuses on public health objectives relative to prevention, community outreach and the implementation of the goals/objectives within the State Health Plan. The Chief Dental Officer position is within DPH. This position resides within the Office of Public Health Improvement. This office (within DPH) is primarily focused on taking a comprehensive approach to public health issues.

DHS – Division of Healthcare Finance
http://dhs.wisconsin.gov/aboutdhs/DHCF/dhcf.servs.htm
Summary: DHS deals with Medicaid. DHS administrator Brett Davis has oversight of the fiscal aspects of the MA program. DHS is responsible for the claims process and works directly with the current MA administrator Hewlett Packard (HP).

HP – Hewlett Packard
http://www.forwardhealth.wi.gov
Summary: HP is the current administrator for all the claims processed for the Medicaid program. HP handles all inquiries and questions from MA dentists and patients and also has a Dental Unite specific to dental issues. HP employs an Operational Dental Manager, Alexandra Davis.

DNR – Department of Natural Resources
http://www.dnr.state.wi.us/
Summary:  DNR is the agency charged with full responsibility for coordinating programs necessary to provide a clean environment and a full range of outdoor and recreational activities for Wisconsin residents. The WDA leadership and staff continue to work with the DNR in order to help dentists comply with amalgam separator mandates and ultimately reduce the amount of amalgam discharged by dental offices.

DSPS – Department of Safety and Professional Services (formerly DORL – Dept. of Regulation and Licensing)
http://drl.wi.gov/index.asp
Summary:  DSPS protects the citizens of Wisconsin by ensuring the safe and competent practice of licensed professionals. It is an umbrella agency that provides the administrative services to the various professional boards.

DEB – Dentistry Examining Board
http://drl.wi.gov/boards/den/index.htm
Summary:  The DEB licenses and regulates dentists and dental hygienists.  The DEB is composed of members of the profession and public members, all of who are appointed by the Governor and confirmed by the Senate. Currently, Wisconsin’s DEB consists of 6 dentist members, 3 hygiene members, and 2 public health members.

OCI – Office of the Commissioner of Insurance
http://oci.wi.gov/oci_home.htm
Summary:  OCI is the sole regulator of insurers in Wisconsin and has regulatory authority over non-ERISA benefits. Self funded benefit plans (ERISA) are not required to abide by state insurance mandates. The WDA leadership/staff works with OCI to review dental benefit issues and identify projects for future collaborations.

ORH – Office of Rural Health
http://www.worh.org/
Summary:  The ORH administers the Wisconsin Physician and Health Care Providers Health Loan Assistance Programs under a contract with the State Department of Commerce.  A portion of the medical education debt for physicians, dentists, nurse practitioners, physician’s assistants, dental hygienists and certified nurse midwives agreeing to practice in designated medical shortage areas of the state is repaid through this initiative.

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