2022-08-03T19:29:41-05:00 2021-12-31 205325889 ACCUITY LLP 999 BISHOP STREET STE 1900 HONOLULU HI 96813 990 2021-01-01 990107971 HAWAII DENTAL SERVICE HAWA 8085211431 900 FORT STREET MALL 1900 HONOLULU HI 968133705 DIANE SL PALOMA PRESIDENT/CEO 8085211431 2022-08-03 1 DIANE SL PALOMA 999009999 JESSICA GLUCK P01215420 8085313400 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z DIANE SL PALOMA 900 FORT STREET MALL 1900 HONOLULU HI 968133705 327535102 0 X WWW.HAWAIIDENTALSERVICE.COM X 1962 HI PROMOTE AND ENCOURAGE THE BETTERMENT OF THE GENERAL MEDICAL AND DENTAL HEALTH OF THE PUBLIC (CONTINUED) FOR THE COMMON GOOD AND GENERAL WELFARE OF THE COMMUNITY. 15 11 140 0 1782 704 0 0 219393296 240591065 9185169 13279546 991836 1609034 229570301 255479645 62140 4701838 179893291 201330186 13514328 14383828 0 0 0 18995065 11408272 212464824 231824124 17105477 23655521 332374443 358953785 49251652 39749580 283122791 319204205 X SEE SCHEDULE O. 0 0 218009104 4701838 238070065 HAWAII DENTAL SERVICE (HDS) OFFERS AND ADMINISTERS DENTAL CARE PROGRAMS TO ABOUT 645,000 INDIVIDUALS THROUGHOUT THE STATE OF HAWAII. AS A MEMBER OF THE DELTA DENTAL PLANS ASSOCIATION, A NATIONAL ASSOCIATION SUPPORTING DELTAS NATION-WIDE, HDS SUBSCRIBERS ARE ABLE TO ACCESS DELTA CONTRACTED PROVIDERS IN EVERY STATE. IN 2021, HDS PROCESSED OVER 1.2 MILLION CLAIMS FOR SUBSCRIBERS AND THEIR DEPENDENTS. TO ENSURE PROVIDERS ARE SUBMITTING CLAIMS APPROPRIATELY, HDS CONTINUALLY AUDITS CLAIMS TO REDUCE COMMON ERRORS. IN ADDITION, HDS AWARDED $4.7 MILLION IN GRANTS TO OTHER CHARITABLE ORGANIZATIONS. 1935683 2521000 MANAGING THE DENTAL BENEFITS OF ELIGIBLE BENEFICIARIES COVERED BY THE STATE OF HAWAII MED-QUEST PROGRAM. 219944787 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 1 1 1 0 0 0 0 0 1 1 1 0 1 4233 0 1 140 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 15 11 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X QUIN OGAWA 8085211431 900 FORT STREET MALL STE 1900 HONOLULU HI 968133705 SHAKIL AHMED DIRECTOR 1.00 X 0 0 0 SUZY HOLLINGER CHAIR (THROUGH 6/16/21) 1.00 X X 0 0 0 CHARLES R SUGIYAMA DDS DIRECTOR 1.00 1.00 X 0 0 0 TYLER KIMURA DIRECTOR 1.00 X 0 0 0 DAVID K TODANI DIRECTOR 1.00 1.00 X 0 0 0 TRAVIS UMEMOTO DIRECTOR (THROUGH 6/16/21) 1.00 X 0 0 0 MARTIN OISHI DDS DIRECTOR 1.00 X 0 0 0 MASON A SAVAGE DDS DIRECTOR 1.00 1.00 X 0 0 0 EMI ENO ORIKASA DDS DIRECTOR 1.00 1.00 X 0 0 0 ALLISON TRAN-YOKOTA DDS DIRECTOR 1.00 1.00 X 0 0 0 JOHN R BLACK DDS DIRECTOR 1.00 X 0 0 0 KEVIN S HASEYAMA DIRECTOR 1.00 X 0 0 0 PATSY NANBU DIRECTOR (THROUGH 6/16/21) 1.00 X 0 0 0 KERIANN ERNST DIRECTOR 1.00 1.00 X 0 0 0 EMMIT A KANE VICE CHAIR 1.00 1.00 X X 0 0 0 T KIMO BLAISDELL VICE CHAIR 1.00 X X 0 0 0 NELSON KM LAU DIRECTOR 1.00 X 0 0 0 NONA TAMANAHA DIRECTOR 1.00 X 0 0 0 CHERYL TAKITANI-SMITH TREASURER & CFO 40.00 2.00 X 330253 0 145186 THOMAS DELANEY ASSISTANT SECRETARY & CIO 40.00 1.00 X 290909 0 168190 MINNA-MARI LEHTI SECRETARY & COO 40.00 1.00 X 316286 0 89409 MARK H YAMAKAWA PRESIDENT & CEO (THROUGH 11/22/21) 40.00 2.00 X 1123161 0 81870 DIANE SL PALOMA PHD PRESIDENT & CEO (FROM 11/22/21) 40.00 2.00 X 22573 0 379 GWYN HIRASA DIRECTOR OF DENTAL OPERATIONS 40.00 X 173332 0 57820 CHAD YANO DIRECTOR OF INFORMATION SYSTEMS 40.00 X 179855 0 49163 ELAINE FUJIWARA DIRECTOR OF SALES 40.00 X 206849 0 70106 CLESSON PANG DIRECTOR OF UNDERWRITING 40.00 X 200090 0 57015 CARA NUMASAKI CONTROLLER 40.00 X 163099 0 40985 ROBERT SHERMAN DENTAL DIRECTOR 40.00 X 218633 0 72437 JAN IGA DIRECTOR OF HUMAN RESOURCES 40.00 X 165939 0 27222 ROQUE ARANADOR DIRECTOR OF INFORMATION TECHNOLOGY 40.00 X 186900 0 77533 PATTI GARRETT GENERAL COUNSEL 40.00 X 198558 0 55437 3776437 0 992752 28 0 1 0 CONCORD USA LLC 509 2ND AVENUE SOUTH HOPKINS MN 55343 SYSTEM CONSULTING SERVICES 1706521 TRANSEO SOLUTIONS LLC 111 HEKILI STREET SUITE A229 KAILUA HI 96734 SYSTEM CONSULTING SERVICES 1027094 COMMUNITY CASE MANAGEMENT CORPORATION 91-1360 KARAYAN STREET EWA BEACH HI 96706 CARE COORDINATION 965000 HIGH TECH HUI LLC 1050 QUEEN STREET SUITE 100 HONOLULU HI 96814 PROJECT MANAGEMENT 802307 COMPASS CONSULTING GROUP INC 4348 SOUTH- POINT BLVD 201 JACKSONVILLE FL 32216 BROKER 292447 13 SUBSCRIPTIONS EARNED 621300 240591065 240591065 240591065 5735731 5735731 9440 9440 0 79589832 71927931 118086 7661901 -118086 7543815 7543815 FMG DENTAL INSUR. CONTRACTS (NET) 621300 1556422 1556422 SYSTEM SALE 621300 30000 30000 MISC. OTHER INCOME 621300 20830 20830 1782 1782 1609034 255479645 247934048 1782 7543815 4701838 4701838 201330186 201330186 2843306 1358664 1484642 7608741 4357939 3250802 1467931 714148 753783 1611005 695515 915490 852845 414909 437936 139043 139043 335941 335941 21989 21989 525190 525190 2014818 1123658 891160 165837 165837 533676 445888 87788 1111519 634913 476606 1051500 594098 457402 15332 15332 61617 61617 1926460 1111058 815402 423471 284514 138957 BROKER COMMISSIONS 1351657 1351657 ORAL HEALTH 579959 579959 DUES 481714 481714 PRINTING 173032 81581 91451 495517 164262 331255 231824124 219944787 11879337 0 56001746 27394423 12143712 13768693 8299301 4522734 17389341 4574636 11121019 12814705 244808665 293719005 0 6734225 332374443 358953785 14310539 12144047 5085348 4598515 29855765 23007018 49251652 39749580 X 283122791 319204205 283122791 319204205 332374443 358953785 X 23655521 7917095 4508798 X X 0 1 X 1 0 1096245 114322 981923 3033099 1503046 1530053 13259997 2957268 10302729 12814705 REFUNDABLE GROUP SUBSCRIPTIONS 13076842 ACCRUED PENSION LIABILITY 9930176 23007018 228975850 7917095 195849 8112944 220862906 533422 34083317 34616739 255479645 197207385 0 197207385 533422 34083317 34616739 231824124 FORM 990, PART IV, LINE 12B THE ORGANIZATION IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF HAWAII DENTAL SERVICE, HAWAII DENTAL SERVICE FOUNDATION, AND HAWAII CLIENT SERVICES CORPORATION. THE HDS AUDIT COMMITTEE, WHICH CONSISTS OF BOARD MEMBERS, SELECTS THE AUDITORS AND REVIEWS THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS. SCHEDULE D, PART XI, LINE 2D - OTHER ADJUSTMENTS WRITE DOWN (IMPAIRMENT) OF LINKDDS - (880,942) WRITE UP OF HEALTHENTIC - 160,141 WRITE UP OF SPRINGROCK - 746,226 EQUITY INVESTMENT IN CORPORATE SUBSIDIARY - 170,425 ROUNDING - 1 SCHEDULE D, PART XI, LINE 4B - OTHER ADJUSTMENTS IN ACCORDANCE WITH GAAP, AUDITED FINANCIALS DO NOT INCLUDE SELF-INSURED PREMIUMS AND RELATED CLAIM PAYMENTS. SCHEDULE D, PART XII, LINE 4B - OTHER ADJUSTMENTS IN ACCORDANCE WITH GAAP, AUDITED FINANCIALS DO NOT INCLUDE SELF-INSURED PREMIUMS AND RELATED CLAIM PAYMENTS. 1 ASSET SCHOOLS ONE OHANA NUI WAY HONOLULU HI 96818 996001152 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION ASSISTANCE DOGS OF HAWAII 675 KEALALOA AVENUE MAKAWAO HI 96768 990353694 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION BOYS AND GIRLS CLUB OF HAWAII 1000 BISHOP STREET SUITE 505 HONOLULU HI 96813 996005407 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION FEED THE HUNGER FUND 100 MONTGOMERY STREET THE PRESIDIO SAN FRANCISCO CA 94129 262975093 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION HAWAII ACADEMY OF SCIENCE 1776 UNIVERSITY AVENUE UA4-4 HONOLULU HI 96822 996006863 501(C)(3) 200000 0 PROVIDE SUPPORT FOR THE HAWAII STATE SCIENCE AND ENGINEERING FAIR (HSSEF), AND FOR SEED MONEY, SUPPORT PROGRAM COSTS, AND ORAL HEALTH PROJECTS HAWAII FOODBANK INC 2611 KILIHAU STREET HONOLULU HI 96819 990220699 501(C)(3) 500000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION IOLANI SCHOOL 563 KAMOKU STREET HONOLULU HI 96826 990073502 501(C)(3) 100000 0 ADMINISTRATION AND SUPPORT OF THE 'AINA-INFORMATICS NETWORK INITIATIVE KIDS HURT TOO HAWAII THE KUKUI CENTER 245 N KUKUI ST 102 HONOLULU HI 96817 990353665 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION LANAKILA MEALS ON WHEELS 1809 BACHELOT STREET HONOLULU HI 96817 990103922 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION MAUI FOOD BANK INC 760 KOLU STREET WAILUKU HI 96793 990315110 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION PARENTS AND CHILDREN TOGETHER 1485 LINAPUNI STREET SUITE 105 HONOLULU HI 96819 990119678 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION THE FOOD BASKET INC 40 HOLOMUA STREET HILO HI 96720 260349475 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION UNIVERSITY OF HAWAII FOUNDATION 1314 SOUTH KING STREET SUITE B HONOLULU HI 96814 990085260 501(C)(3) 1000000 0 ESTABLISH ENDOWMENT FUND FOR DENTAL HYGIENIST STUDENTS UNITED CEREBRAL PALSY 414 KUWILI STREET SUITE 105 HONOLULU HI 96817 990092154 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION UNIVERSITY OF HAWAII FOUNDATION JOHN A BURNS SCHOOL OF MEDICINE 1314 SOUTH KING STREET SUITE B HONOLULU HI 96814 990085260 501(C)(3) 2255263 0 ESTABLISH ENDOWMENT FUND TO SUPPORT INCORPORATING ORAL HEALTH EDUCATION INTO MEDICAL SCHOOL CURRICULUM YMCA OF HONOLULU 1441 PALI HIGHWAY HONOLULU HI 96813 990073533 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION YWCA OF OAHU 1040 RICHARDS STREET HONOLULU HI 96813 990073534 501(C)(3) 50000 0 SUPPORT FOR COMMUNITY SERVICES PROVIDED BY THE NON-PROFIT ORGANIZATION 17 PART I, LINE 2: THE PURPOSE OF THE GRANTS AWARDED BY HAWAII DENTAL SERVICE (HDS) ARE REVIEWED AND APPROVED BY THE HDS CEO. OTHER DONATIONS ARE CONTRIBUTED TO VARIOUS PUBLIC CHARITABLE ORGANIZATIONS TO SUPPORT THE EXEMPT FUNCTIONS OF THE ORGANIZATIONS AND ARE NOT MONITORED. X X 1 1 X X X X X 0 1 0 0 0 0 0 1 0 MARK H YAMAKAWA PRESIDENT & CEO (THROUGH 11/22/21) 440000 0 213760 0 469401 0 72698 0 9172 0 1205031 0 0 0 CHERYL TAKITANI-SMITH TREASURER & CFO 247017 0 82360 0 876 0 129154 0 16032 0 475439 0 0 0 THOMAS DELANEY ASSISTANT SECRETARY & CIO 210968 0 71980 0 7961 0 156399 0 11792 0 459100 0 0 0 MINNA-MARI LEHTI SECRETARY & COO 234758 0 74420 0 7108 0 81195 0 8215 0 405696 0 0 0 ROBERT SHERMAN DENTAL DIRECTOR 180939 0 30866 0 6828 0 68427 0 4010 0 291070 0 0 0 ELAINE FUJIWARA DIRECTOR OF SALES 168758 0 34104 0 3987 0 55925 0 14181 0 276955 0 0 0 ROQUE ARANADOR DIRECTOR OF INFORMATION TECHNOLOGY 157494 0 29406 0 0 0 71338 0 6195 0 264433 0 0 0 CLESSON PANG DIRECTOR OF UNDERWRITING 168365 0 30218 0 1507 0 48402 0 8613 0 257105 0 0 0 PATTI GARRETT GENERAL COUNSEL 176000 0 22558 0 0 0 38500 0 16937 0 253995 0 0 0 GWYN HIRASA DIRECTOR OF DENTAL OPERATIONS 143350 0 25085 0 4897 0 48436 0 9384 0 231152 0 0 0 CHAD YANO DIRECTOR OF INFORMATION SYSTEMS 146907 0 27430 0 5518 0 29392 0 19772 0 229019 0 0 0 CARA NUMASAKI CONTROLLER 132560 0 26996 0 3543 0 28221 0 12764 0 204084 0 0 0 JAN IGA DIRECTOR OF HUMAN RESOURCES 135163 0 29248 0 1528 0 20425 0 6797 0 193161 0 0 0 PART I, LINE 1A SUPPLEMENTAL COMPENSATION INFORMATION: HDS HOLDS A CORPORATE MEMBERSHIP IN A SOCIAL CLUB IN WHICH THE CLUB REQUIREMENTS DICTATE THAT AN INDIVIDUAL BE IDENTIFIED TO AUTHORIZE TRANSACTIONS. AS SUCH, HDS'S CEO HAS BEEN DESIGNATED AS THE AUTHORIZED INDIVIDUAL. ONLY BUSINESS TRANSACTIONS ARE ALLOWED AND SUBSTANTIATED BY PROPER DOCUMENTATION. DISCRETIONARY SPENDING ACCOUNT: ONLY BUSINESS RELATED TRANSACTIONS ARE ALLOWED AND SUBSTANTIATED BY PROPER DOCUMENTATION. PART I, LINE 4B MARK H. YAMAKAWA PARTICIPATED IN A NON-QUALIFIED SUPPLEMENTAL RETIREMENT PLAN. BENEFIT PAYMENT OF $443,875 IS INCLUDED IN SCHEDULE J, PART II, LINE (1), COLUMN (B)(III). PART I, LINE 7 NON-FIXED PAYMENTS: HDS HAS AN INCENTIVE PLAN DETAILING THE INCENTIVE CALCULATION WHEN THE COMPANY ACHIEVES CERTAIN PERFORMANCE STANDARDS AND STRATEGIC GOALS. THE INCENTIVE AMOUNT VARIES EACH YEAR DEPENDING ON ACHIEVEMENT OF STRATEGIC GOALS. INCENTIVE AMOUNTS FOR OFFICERS ARE APPROVED BY THE BOARD OF DIRECTORS COMPENSATION COMMITTEE WHICH IS DOCUMENTED IN MINUTES. INCENTIVE AMOUNTS FOR MANAGEMENT AND STAFF ARE APPROVED BY OFFICERS AND THE BOARD OF DIRECTORS THROUGH THE ANNUAL BUDGETING PROCESS. PATSY NANBU DIRECTOR (THROUGH 6/16/2021) 1333225 SEE NOTE 1 0 MARTIN OISHI DIRECTOR 175085 SEE NOTE 2 0 MASON A SAVAGE DIRECTOR 273944 SEE NOTE 2 0 CHARLES R SUGIYAMA DIRECTOR 332978 SEE NOTE 2 0 IOLANI SCHOOL NOTE 3 252293 SEE NOTE 4 0 UNIVERSITY HEALTH ALLIANCE NOTE 3 5356479 SEE NOTE 4 0 HAWAII PACIFIC HEALTH NOTE 3 5038650 SEE NOTE 4 0 ALLISON TRAN-YOKOTA DIRECTOR 257559 SEE NOTE 2 0 SUZY P HOLLINGER DIRECTOR (THROUGH 6/16/2021) 761897 SEE NOTE 1 0 HAWAII STATE FCU NOTE 3 210515 SEE NOTE 4 0 ST FRANCIS HEALTHCARE SYSTEM OF HAWAII NOTE 3 101288 SEE NOTE 4 0 NONA TAMANAHA DIRECTOR 2561728 SEE NOTE 1 0 UNIVERSITY HEALTH ALLIANCE NOTE 3 616324 SEE NOTE 5 0 SCHEDULE L, PART IV: NOTE 1 - PREMIUMS FOR DENTAL PLAN - EMPLOYER GROUP PURCHASES AN HDS DENTAL PLAN BUT THE DIRECTOR DOES NOT INFLUENCE DECISION MAKING IN PURCHASING THE DENTAL PLAN FROM HDS.NOTE 2 - DENTIST PARTICIPATING IN HDS PROVIDER NETWORK OFFERING DENTAL SERVICES TO HDS SUBSCRIBERS.NOTE 3 - MARK YAMAKAWA IS THE CEO THROUGH 11/22/21, AND DIANE PALOMA IS THE CEO AS OF 11/22/21, OF HDS. PREMIUMS ARE RECEIVED FROM VARIOUS ORGANIZATIONS ON WHICH MARK OR DIANE SERVES AS BOARD MEMBER. NOTE 4 - DENTAL PREMIUM PAYMENTS TO HDS FROM VARIOUS ORGANIZATIONS IN WHICH MARK YAMAKAWA OR DIANE PALOMA IS A BOARD MEMBER.NOTE 5 - PAYMENTS MADE BY HDS TO THE UNIVERSITY HEALTH ALLIANCE (UHA) FOR MEDICAL PREMIUMS. FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION: HAWAII DENTAL SERVICE OPERATES TO PROMOTE AND ENCOURAGE THE BETTERMENT OF THE GENERAL MEDICAL AND DENTAL HEALTH OF THE PUBLIC FOR THE COMMON GOOD AND GENERAL WELFARE OF THE COMMUNITY. ITS GOAL IS TO INNOVATE AND CONDUCT PROGRAMS FOR DENTAL CARE AND TO MAKE AVAILABLE, ON A BROAD SCALE, THE BENEFITS OF THE SCIENCE OF DENTISTRY TO MEMBERS OF THE PUBLIC. DENTAL COVERAGE IS AVAILABLE TO THE GENERAL PUBLIC AS HAWAII DENTAL SERVICE MAINTAINS AN ENROLLMENT POLICY THAT IS OPEN TO INDIVIDUALS AND FAMILIES, AS WELL AS SMALL AND LARGE GROUPS. FORM 990, PART VI, SECTION A, LINE 6 DESCRIPTION OF ORGANIZATION'S MEMBERS: MEMBERSHIP IS SOLELY AVAILABLE TO DENTISTS WHO HAVE BEEN DULY LICENSED TO PRACTICE IN THE STATE OF HAWAII AND WHO MEET ANY ADDITIONAL REQUIREMENTS CONSISTENT WITH APPLICABLE LAW ESTABLISHED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. APPLICATION IS MADE IN WRITING AND APPROVED BY THE BOARD OF DIRECTORS. MEMBERS MAY AT ANY TIME BY A MEETING DULY CALLED FOR SUCH PURPOSE DEPOSE OR REMOVE FROM OFFICE ANY DENTIST DIRECTOR, WITH OR WITHOUT CAUSE, EXCEPT AS SUCH REMOVAL WOULD BE CONTRARY TO LAW. FORM 990, PART VI, SECTION A, LINE 7A ELECT BOARD MEMBERS A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS SHALL BE COMPRISED OF NON-DENTIST REPRESENTATIVES FROM THE GENERAL PUBLIC AND THE REMAINING MEMBERS SHALL BE MEMBER DENTISTS. MEMBER DENTISTS AND PUBLIC DIRECTORS RESPECTIVELY ELECT DENTISTS AND PUBLIC DIRECTORS TO THE BOARD OF DIRECTORS FOR A THREE YEAR TERM. FORM 990, PART VI, SECTION A, LINE 7B APPROVAL OF DECISIONS: BYLAWS AND ARTICLES OF INCORPORATION MAY BE ALTERED OR REPEALED, OR NEW BYLAWS AND ARTICLES OF INCORPORATION MAY BE ADOPTED IN LIEU THEREOF, BY ADOPTION OF A RESOLUTION BY THE BOARD OF DIRECTORS SETTING FORTH THE PROPOSED AMENDMENT AND DIRECTING THAT IT BE SUBMITTED TO A VOTE AT THE ANNUAL OR SPECIAL MEETING OF THE MEMBERS. THE PROPOSED AMENDMENT SHALL BE ADOPTED UPON RECEIVING AT LEAST TWO-THIRDS OF THE VOTES WHICH MEMBERS PRESENT IN PERSON AT THE MEETING ARE ENTITLED TO CAST. THE BYLAWS MAY ALSO BE AMENDED BY AFFIRMATIVE VOTE OF THE DIRECTORS THEN IN OFFICE, WITHOUT FURTHER ACTION BY THE MEMBERS, FOR THE PURPOSE OF CURING AMBIGUITIES, CORRECTING OR SUPPLEMENTING DEFECTIVE OR INCONSISTENT PROVISIONS, OR ENABLING THE CORPORATION TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS. FORM 990, PART VI, SECTION B, LINE 11B APPROVED COPY OF FORM 990: THE RETURN IS THOROUGHLY REVIEWED BY THE CONTROLLER PRIOR TO FINAL REVIEW WITH THE CHIEF FINANCIAL OFFICER AND PRESIDENT. A COPY OF FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C WRITTEN CONFLICT OF INTEREST POLICY: THE HDS COMPLIANCE PROGRAM CONTAINS THE HDS CONFLICTS OF INTEREST POLICY. EMPLOYEES AND DIRECTORS OF HDS ARE REQUIRED TO COMPLETE THE CONFLICTS OF INTEREST DISCLOSURE STATEMENT AND CERTIFICATION ANNUALLY. HDS COMPLIANCE DEPARTMENT REVIEWS THE ANNUAL CONFLICTS OF INTEREST DISCLOSURE STATEMENT AND CERTIFICATIONS AND REPORTS POTENTIAL CONFLICTS OF INTERESTS TO THE HDS BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ARE NOT ALLOWED TO PARTICIPATE IN DELIBERATIONS OR VOTE ON ISSUES/TRANSACTIONS WHICH THEY HAVE A CONFLICT OF INTEREST NOR ARE THE HDS EMPLOYEES ALLOWED TO PURSUE A TRANSACTION OR ARRANGEMENT THAT CONFLICTS WITHOUT PRIOR APPROVAL. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION: COMPENSATION FOR THE CEO AND OFFICERS ARE DETERMINED BASED ON ADVICE FROM AN INDEPENDENT COMPENSATION CONSULTANT WHO USES DELTA DENTAL PLANS ASSOCIATION AND HAWAII EMPLOYERS COUNCIL COMPENSATION SURVEY INFORMATION FOR COMPARABLE POSITIONS. OFFICER COMPENSATION IS APPROVED BY THE BOD COMPENSATION COMMITTEE. AMOUNTS ARE DOCUMENTED IN MINUTES AND HUMAN RESOURCES DEPARTMENT RECONCILES THE PAYMENT AT END OF EACH YEAR. COMPENSATION FOR MANAGEMENT AND STAFF POSITIONS ARE EVALUATED AND DETERMINED BASED ON HAWAII EMPLOYERS COUNCIL SURVEYS AND APPROVED BY THE PRESIDENT/CEO AND EXECUTIVES ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 TAX RETURNS AND OTHER REQUIRED DOCUMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN ACCRUED POSTRETIREMENT LIABILITIES 4,483,373. WRITE DOWN (IMPAIRMENT) OF LINKDDS -880,942. WRITE UP OF HEALTHENTIC 160,141. WRITE UP OF SPRINGROCK 746,226. HAWAII DENTAL SERVICE FOUNDATION 900 FORT STREET MALL SUITE 1900 HONOLULU HI 968133705 990246999 ORAL HEALTH SUPPORT HI 501(C)(4) N/A N/A 1 HAWAII CLIENT SERVICES CORPORATION 900 FORT STREET MALL SUITE 1900 HONOLULU HI 968133705 452740308 ADMIN SERVICES HI HAWAII DENTAL SERVICE C 1.00000 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 HAWAII CLIENT SERVICES CORPORATION A 765 CASH HAWAII DENTAL SERVICE FOUNDATION A 8675 CASH HAWAII DENTAL SERVICE FOUNDATION O 276844 CASH HAWAII DENTAL SERVICE FOUNDATION Q 358024 CASH