Important Message About Future of ADAA
Email from ADAA President
Dear ADAA State Leaders and Members,
On behalf of the ADAA Board of Directors, I would like to invite you to attend a special informational meeting currently scheduled for Monday, July 20, 2026, at 7:30 p.m. Eastern Time.
During this meeting, representatives from Kellen will have the opportunity to present their perspective on the proposed debt forgiveness plan and the transition of ADAA's management to their affiliated organization, NorthStar. Their presentation will explain why they believe this proposal represents the best path forward for the Association.
The ADAA Board believes it is important that our state leaders and members hear this information directly so that everyone has a clear understanding of the proposal, the current challenges facing our Association, and the potential implications for ADAA's future.
For those who would like to review the information in advance or afterward, I am happy to provide:
· Kellen's proposed debt forgiveness and transition plan, and
· The ADAA Board's written response and analysis of that proposal.
Our goal is to ensure that members have access to the same information the Board is reviewing so that everyone can make informed decisions based on facts and transparency.
This meeting is not intended to persuade anyone toward a particular position. Rather, it is an opportunity to hear directly from Kellen, ask questions, and gain a better understanding of the current state of ADAA and the important decisions that lie ahead.
I strongly encourage all state leaders and members to attend. The future of our Association impacts every member, and your awareness and engagement are invaluable as we work to determine the best path forward for ADAA.
Additional meeting details and connection information will be distributed once the date and time are confirmed.
Thank you for your continued dedication to ADAA and to the dental assisting profession. I look forward to your participation in this important conversation.
Sincerely,
Erin Hendricks, RDA, CCHW
President, American Dental Assistants Association
Zoom Meeting Link Request
You are invited to a Zoom meeting for ADAA Members Only Forum to discuss current association issues affecting the future of the ADAA.
When: Jul 20, 2026 07:30 PM Eastern Time (US and Canada)
Register in advance for this meeting:
https://us06web.zoom.us/meeting/register/TxFCGfPATq2fBRTYJhcz_Q
After registering, you will receive a confirmation email containing information about joining the meeting.
TWO BULLETED ITMES FROM PRESIDENT'S EMAIL:
NORTHSTAR / KELLEN DOCUMENT -- ADAA'S RESPONSE
After carefully looking over the proposal, the executive committee met to discuss it last evening.
Here is what was brought up in that discussion. There are some questions that the committee feels
need to be addressed and some items that were questioned. The committee also wants to note that
this proposal was given on 5/11/2026 and we want to make sure that we are acting in the best
interest of the association and its members by making sure that we are doing our due diligence,
which we feel is reasonable, before making any commitments. Below are some of the observations and
questions:
Most notably:
• ADAA would be locked into a five-year agreement with no termination rights in order to
execute “debt forgiveness” from Kellen. What happens if there is poor performance, repeated missed
KPI’s, financial mismanagement, operational failures, member dissatisfaction or strategic
incompatibility?
• NorthStar retains unilateral termination flexibility with financial penalties
• “Forgiven” debt may be reinstated in full upon default
• Governance language potentially intrudes upon Board autonomy
• Key commercial terms remain undefined
• The proposal lacks performance protections and objective service standards
• ADAA would be locked into a punitive five year contract. This is a big concern to the Executive
Committee, a business contract should never be punitive but mutually
beneficial to both parties and both parties should have equal rights. If debt is to be forgiven,
there should be no stipulations set in an agreement that would reinstate the debt. Having such a
clause burdens ADAA with a potentially devastating liability. ADAA is thankful Kellen is willing to
forgive part of the debt and that offer should be extended with the spirit that both organizations
have accepted responsibility in how the situation
got to where it is today. Adding a reinstatement of debt stipulation tells ADAA that this is not
the case. ADAA leadership has no issue with a standard non-punitive agreement
that is a 3 year contract with an option to extend or renew the contact upon its natural
termination. We want to enter into an agreement with Northstar in the spirit
that Northstar is a partner to help ADAA recover and succeed. The current contract gives the ADAA
leadership the perception that Northstar is to be the warden of the ADAA as it serves a 5 year
prison sentence.
• For any clause that provides that ADAA can only terminate for “just cause” but Northstar has
flexibility in termination rights again is punitive. Firstly, “just cause” is not defined and open
to interpretation. Such a clause should include specific circumstances. In this case, both parties
should be bound by “just cause” or both parties should have flexible “no fault” termination rights.
ADAA will be happy to include its interpretation of “just cause” (repeated missed KPI’s, financial
mismanagement, operational failures, strategic
incompatibility, member dissatisfaction, and failing to uphold the terms of agreement) and
Northstar can also be bound by a definition of “just cause” as it pertains to
failures on ADAA’s end. Again, both parties have the same rights to a cure period and a reasonable
notice period.
• It should be noted that ADAA leadership approached Kellen leadership on two occasions with the
concern regarding ADAA’s financial decline and increasing debt to Kellen
despite Kellen’s verbal promises that ADAA would be “okay.” Verbally in 2023-2044, and again in
writing in 2025. The most recent request to Kellen was to consider reducing ADAA’s fees
proportionate to ADAA’s net income as the financial decline continued
while debt to Kellen has been accumulating exponentially. Kellen leadership responded by flatly
refusing to discuss any contract amendment for the fee for service and dismissed the request.
Again, there were no options or assistance offered to ADAA at that time
addressing ways to resolve the accumulating debt.
1. The “5-year lock in” is a concern as Northstar may terminate with or without cause with a 90
written notice, where ADAA may only terminate “for cause” and that “cause is not
clear”. This feels excessive
2. The debt reinstatement clause is basically a punitive clause. Considering the largest state
organization pulled away from the national organization and there are 2 more states
considering the same, both because of the perceived “mishandling of requests and other issues from
the management company” any financial issue could trigger a catastrophic liability for ADAA. With
this in mind, there is no true “debt forgiveness”.
3. The governance restructuring language can be perceived as third-party influence and conflicts
with nonprofit governance obligations and erodes board independence. Kellen and Northstar should
not direct governance outcomes. If the management of ADAA moves to Northstar, Kellen should not be
involved in this matter.
4. The broad undefined “release and waiver of claims” is a concern. This basically is asking ADAA
to waive all claims even in the future and may bind any future boards.
5. There’s also a proposed management fee for NorthStar, but there is no defined scope of work,
KPI’s etc.
6. There is no breakdown of how the debt to Kellen was accrued nor a breakdown of what the shared
expenses are. We are open to discussions about these concerns to reach an
agreement. Here are some things that ADAA will need in order to come to an agreement:
• A breakdown of the debt owed to Kellen; management fee calculations and a breakdown of the
shared expenses along with the most recent bank statements. Ideally, we’d like an aged payable
report, and a complete general ledger.
• Either permanent forgiveness of the verified debt to Kellen upon execution of an
agreement with Northstar or a percentage of irrevocable forgiveness of the verified debt to Kellen
over each year we remain with Northstar since the “forgiveness” is tied to a signed agreement with
Northstar
• A release of claims that is limited to claims known as of execution to include fraud,
gross
negligence, willful misconduct, fiduciary breaches, undisclosed liabilities and indemnification
claims.
• Removal of section 5 of the agreement. Once the relationship ends, Kellen should not have
quasi-oversight authority over ADAA governance.
• A mutual termination agreement with Northstar. This should include “cause” for ADAA. That cause
would be defined as insolvency, material breach, fraud, gross negligence,
repeated KPI failures, criminal misconduct, confidentiality violations, staffing instability,
financial reporting failures, repeated operational deficiencies, failure to meet service
levels, reputational harm, loss of key personnel, governance interference and member
data concerns.
• A management fee that aligns with our income. Having an income of a bit over $300,000
and the management fee being around 80% of that does not allow the board to act in the best
interests of ADAA nor perform our fiduciary responsibilities to our organization and
its members.
• ADAA should have a detailed list of all “records” owned by ADAA being transferred
from Kellen to Northstar.
• ADAA should receive a certification/acknowledgement of transfer of all ADAA
“records” with an assurance that no copies were retained, cybersecurity compliance, and
indemnification for data breaches along with return of all credentials/access. ADAA
should be given a transition exhibit to include bank account control, website/domain
transfer, membership database transfer, email ownership, social media access, intellectual property
ownership, sponsor contracts, financial systems, accounting files, archives,
insurance records, IRS records, and timelines.
These were a few of the concerns and observations brought forth after the meeting. ADAA board is
eager to work for the association and its membership to ensure that we are making decisions in
their best interests. We are happy to continue working towards a mutual
agreement to continue serving dental assistants across the US.
PROPOSED DEBT FORGIVENESS PLAN ITEM:
RELEASE AND TRANSITION AGREEMENT
By and Between
American Dental Assistants Association I Kellen Company
Effective Date: June 1, 2026
1. PARTIES
This Release and Transition Agreement ("Agreement") is entered into as of the Effective Date
written above by and between the American Dental Assistants Association, a nonprofit professional
association ("ADAA"), and Kellen Company, a professional association management company ("
Kellen"). ADAA and Kellen are each referred to herein individually as a "Party" and collectively as
the "Parties."
2. BACKGROUND
Kellen has served as the association management company for ADAA pursuant to a Management Services
Agreement between the Parties (the "Prior Agreement"). As of the Effective Date, ADAA is
transitioning its association management services to a new management company, NorthStar
Association Management. In connection with that transition, certain financial obligations remain
outstanding from ADAA to Kellen.
The Parties desire to enter into this Agreement to: (i) establish an orderly transition of
management responsibilities; (ii) set forth the terms under which a portion of ADAA's outstanding
debt to Kellen will be forgiven; (iii) provide for repayment of remaining obligations; and (iv)
effectuate a mutual release of claims arising from their prior management relationship.
The Parties acknowledge that ADAA intends to enter into a separate Management Services Agreement
with NorthStar Association Management (" NorthStar"). The terms of that separate agreement are
between ADAA and NorthStar and are not governed by this Agreement, except as expressly noted
herein.
3. TRANSITION OF MANAGEMENT RESPONSIBILITIES
3.1 Cooperation
Kellen agrees to cooperate in good faith to facilitate an orderly transition of ADAA's association
management functions to NorthStar. Such cooperation shall include, but not be limited to, transfer
of ADAA records, files, data, and any materials held on behalf of ADAA, within a mutually agreed
timeframe following the Effective Date.
3.2 Return of ADAA Property
Kellen shall transfer directly to NorthStar, all property, documents, databases, member records,
financial records, and other materials belonging to ADAA within thirty (30) days of the Effective
Date, or such other date as mutually agreed upon in writing by the Parties.
3.3 Cessation of Prior Agreement
Upon execution of this Agreement and a new management services agreement with NorthStar, the Prior
Agreement between the Parties shall be deemed terminated and of no further force or effect, except
as expressly preserved herein with respect to financial obligations and the mutual release of
claims.
3.4 Acknowledgment of New Management Relationship
The Parties acknowledge that ADAA is entering into a new management arrangement with NorthStar.
Nothing in this Agreement shall be construed to create any obligation, liability, or relationship
between Kellen and NorthStar, nor shall Kellen have any role in, or responsibility for, the terms
or performance of any agreement between ADAA and NorthStar.
4. OUTSTANDING FINANCIAL OBLIGATIONS
4.1 Acknowledgment of Debt
ADAA acknowledges that, as of the Effective Date, it owes the following amounts to Kellen:
• $525,409.48 in total payables, of which the amount may be slightly lower as remittances to the
total payables will fluctuate prior to the Effective Date
• Outstanding direct-billed items: $16,500.00
• Total remaining payables (subject to forgiveness schedule below): amounts as set forth in
Section 4.2
4.2 Forgiveness of Debt
In consideration of ADAA's commitments set forth in this Agreement, and subject to the conditions
stated herein, Kellen agrees to the following forgiveness schedule:
• Immediate Forgiveness: Upon execution of this Agreement and ADAA's execution of a new
five-year, no-termination (outside of breach or cause) management services agreement with
NorthStar, Kellen shall forgive Four Hundred Thousand Dollars ($400,000.00) of ADAA's outstanding
balance (the "Forgiven Amount").
• Condition of Forgiveness: The Forgiven Amount shall be subject to reinstatement in full if ADAA
materially breaches its obligations under this Agreement or fails to honor the five-year term of
its engagement with NorthStar.
4.3 Repayment of Retained Balance
A balance of One Hundred Twenty-Five Thousand Four Hundred Nine Dollars and Forty-Eight Cents
($125,409.48) (the "Retained Balance"), or the actual value of the Kellen-owed payables minus the
aforementioned Immediate Forgiveness amount, representing ADAA's remaining payables to Kellen after
application of the Forgiven Amount and the direct-billed items in Section 4.1, shall be repaid by
ADAA to Kellen in four, equally divisible amounts, over the course of the remaining terms of the
NorthStar agreement. The payment schedule is as follows:
Total value of Retained Balance as of May 31, 2026/four (4) equal installments paid no later than
the following dates: December 31, 2026; December 31, 2027, December 31, 2028 and December 31, 2029.
4.4 Direct-Billed Items
ADAA shall remit full payment of the outstanding direct-billed items of $16,500.00 to Kellen within
ninety (90) days of the Effective Date of this Agreement.
4.5 Default
Failure by ADAA to make any scheduled payment under Exhibit A shall constitute a default under this
Agreement. Upon default, the full Forgiven Amount ($400,000.00) shall be immediately reinstated
and, together with any unpaid portion of the Retained Balance, shall become due and payable in full
without further notice or demand.
4.5 Termination of NorthStar by ADAA
ADAA agrees that, for the duration of its management services agreement with NorthStar Association
Management, it shall not terminate that agreement without cause. For purposes of this clause,
"cause" shall be limited to a material breach of the NorthStar agreement by NorthStar, provided
that ADAA has first delivered written notice of such breach to NorthStar and NorthStar has failed
to cure the breach within sixty
(60) days of receipt of written notice. Termination for any reason other than as defined herein
shall constitute a breach of this Agreement and shall trigger reinstatement of the Forgiven Amount
pursuant to Section 4.2.
4.6 Early Termination by NorthStar
In the event NorthStar elects to terminate its separate agreement with ADAA prior to the end of the
five-year term, and provided ADAA has performed its obligations under this Agreement in good faith
up to that point, the Forgiven Amount shall not be reinstated solely on account of NorthStar's
termination. Any unpaid portion of the Retained Balance shall remain due and payable.
4.7 Reduction of NorthStar Commitment Term Based on Forgiveness Payments
Notwithstanding the five-year, non-terminable commitment set forth in Section 4.2, the Parties
agree that if ADAA makes voluntary payments toward the Forgiven Amount ($400,000.00), such payments
shall entitle ADAA to a proportional reduction in the required term of its non-terminable
management services agreement with NorthStar, as follows: for each One Hundred Thousand Dollars
($100,000.00) paid by ADAA toward the Forgiven Amount, the required term of the NorthStar agreement
shall be reduced by one (1) year. All partial payments shall reduce the required term on a pro-rata
basis proportional to this baseline (e.g., a payment of $50,000.00 shall reduce the required term
by one-half (0.5) of a year). By way of illustration, if ADAA pays the full Forgiven Amount of
$400,000.00, the non-terminable commitment to NorthStar shall be reduced from five (5) years to one
(1) year. Any such reduction in the required term shall be documented in a written amendment signed
by authorized representatives of both Parties. For the avoidance of doubt, payments made pursuant
to this Section shall not reduce or offset ADAA's obligations with respect to the Retained Balance
under Section 4.3.
5. ADAA GOVERNANCE COMMITMENT
ADAA commits to reviewing, revising, and strengthening its governance structure in connection with
this transition. ADAA shall develop a written governance restructuring plan, in collaboration with
its incoming management company, and shall deliver such plan to Kellen no later than ninety (90)
days following the commencement of ADAA's engagement with NorthStar. ADAA agrees to identify and
commit to a defined set of organizational priorities and to not materially deviate from those
priorities without prior Board approval.
6. ADAA RELEASE OF CLAIMS
ADAA, on behalf of itself and its past, present, and future officers, directors, employees, agents,
members, successors, and assigns, hereby fully and irrevocably releases, acquits, and forever
discharges Kellen, including its affiliates, subsidiaries, and each of their respective past,
present, and future officers, directors, employees, agents, representatives, successors, and
assigns, from any and all claims, demands, actions, causes of action, liabilities, damages, losses,
costs, and expenses of any kind or nature whatsoever-whether known or unknown, suspected or
unsuspected, fixed or contingent - arising out of or relating in any way to the services provided
by Kellen to ADAA, or any other interactions, agreements, or relationships between the Parties,
from the beginning of time through the Effective Date of this Agreement.
6.3 Non-Disparagement
Each Party agrees that it will not make any disparaging, defamatory, or materially negative
statements about the other Party, its leadership, employees, or operations to any third party,
including but not limited to members, chapters, vendors, or the media.
7. GENERAL PROVISIONS
7.1 Entire Agreement
This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties with
respect to the transition of management responsibilities and the resolution of financial
obligations between them. It supersedes all prior discussions, representations, and understandings
on these subjects.
7.2 Amendments
This Agreement may not be modified except by a written amendment signed by authorized
representatives of both Parties.
7.3 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state in which
Kellen Company is incorporated, without regard to its conflict of law provisions.
7.4 Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remaining
provisions shall remain in full force and effect.
7.5 Counterparts and Electronic Signatures
This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original. Electronic signatures shall be deemed valid and binding to the same extent as original
signatures.
7.6 No Third-Party Beneficiaries
This Agreement is entered into solely for the benefit of the Parties. Nothing herein shall confer
any rights or remedies upon NorthStar or any other third party.
7.7 Notices
All notices under this Agreement shall be in writing and delivered by email with confirmed receipt,
overnight courier, or certified mail to the address of record for each Party.
8. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Release and Transition Agreement as of the
Effective Date first written above.
AMERICAN DENTAL ASSISTANTS ASSOCIATION
KELLEN COMPANY
Signature Signature
Printed Name Printed Name
Title Title
Date Date
EXHIBIT A- RETAINED BALANCE REPAYMENT SCHEDULE
The following schedule governs repayment of the Retained Balance (to be determined on May 31, 2026)
by ADAA to Kellen. Specific payment amounts and due dates shall be mutually agreed upon and
inserted below prior to execution.
Retained Balance: $-------
Year Year1 Year2 Year3 Year4 YearS
Payment Due Date
Payment Amount
$
$
$
$
$
Remaining Balance
$
$
$
$
$
Failure to make any payment listed above shall constitute a default under Section 4.5 of the
Agreement.
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