Delta Dental board directors illegally seized power from Kansas dentists, court rules

"TOPEKA — Political appointees to the Delta Dental of Kansas board illegally extended their terms and stripped power from member dentists during a confidential meeting last December, a Sedgwick County District Court judge ruled Thursday.

The judge sided with two dentists who filed a lawsuit over the changes to the nonprofit insurance provider’s articles of incorporation and bylaws. DDKS defended the board’s extraordinary power grab as necessary to block dentists from seeking changes to reimbursement rates, and the Kansas Insurance Department endorsed the board’s actions.

Kansas law enacted in 1972 created DDKS and provided a balanced power structure between dentists and the 10-person board that manages the company. The board includes two directors appointed by the governor and four appointed by the insurance commissioner, along with four elected by dentists.

The appointed board directors, including Kansas GOP official and political consultant Kim Borchers, unilaterally determined they had the power of stockholders under Kansas corporate law, even though the nonprofit doesn’t have stock and bylaws passed in 2000 gave member dentists “all voting powers” normally given to stockholders.

The board voted 6-4 to eliminate language giving stockholder powers to dentists. They also extended the length of their appointments, which applied retroactively to two directors whose terms had already expired, and made the terms automatically renewable. The change blocked Democratic Gov. Laura Kelly from replacing board directors.

Additionally, any future revisions would require a supermajority of the six appointed directors, neutralizing the votes of the four selected by dentists.

District Judge William Woolley voided those changes in his ruling Thursday."

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