When it became apparent that the Board had changed the meeting purpose from a discussion-and-vote session to a question-and-answer session, a Block 3 HCA Director stated that the Board did not see the meeting announcement letter before TWC sent it out to Members, and that they posted the change on the official HCA website, which of course no one saw. An irritated Block 3 Member commented, and other attendees agreed, that the Board should have notified Members directly about the change. Attendees included six Directors and about six other Members.
A common response to Member questions about document text changes, whether partially-documented new version additions or typically undocumented old version deletions, was that the Board wanted "flexibility," ostensibly to unilaterally do anything, anytime, anywhere, and for any reason. More soon about the rest of the meeting ...
Updated May 18, 2022
The HCA Board of Directors and their new attorney have been working on governing documents revisions for a year or more with no HCA Member public collaboration as part of that process. Then Members received a Town Hall discussion and voting meeting announcement and proposed document copies on about May 4, postmarked May 2, and dated April 29.
In response, the Board expects at least 60 Members to discuss and approve a package of significant changes in two major governing documents within only two hours on May 18, 2022 ... after only 14 days of review and consideration ... that would then be used to govern at the 2022 HCA Annual Meeting of Members and beyond.
The initial purpose for these new versions was ostensibly to reconcile and align existing governing documents, including Deed, Articles of Incorporation, and Bylaws, with each other and with current relevant Virginia law. However, the revised Bylaws contain numerous OTHER changes, many of which were NOT called out with the 2022 text, let alone with the 1993 text, several key 1993 sections were eliminated outright, and some changes have no previous HCA document or practice precedent.
Here are the linked source documents with specific sections of note yellow-highlighted, and related review comments summarized on additional pages:
HCA ARTICLES OF INCORPORATION WITH REVIEW COMMENTS 1964 Version currently in effect 1993 Proposed Amendments to 1964 Articles ... apprvl undocumented 2022 Version proposed by HCA Board
HCA CORPORATE BYLAWS WITH REVIEW COMMENTS 1993 Version currently in effect 2022 Version proposed by HCA Board
Current bottom line: Because of the large number of problematic sections in the 2022 Proposed Bylaws, and because of key 1993 sections eliminated in the 2022 version, this reviewer recommends a NO vote, or NOT voting at all, UNTIL each problematic item is thoroughly discussed, revised if necessary, and reviewed again for final approval, however long it takes for enduring quality rather than convenient speed.