Monday, October 24, 2022

HCA REVISED GOV DOCS v2 ISSUES + VOTE ... AGAIN: NO

At the September 21, 2022 Regular Meeting, HCA Directors asked attending Members how much time they wanted to review revised Articles/Bylaws v2.  The apparently acceptable response:  30 days minimum.  And they promised redlined change-tracking versions to more clearly identify what text was removed, kept, or added.

The good news:  v2 redlines helped.  As did some requested changes.  Thank you.  

The bad news:  The proposed v2 Articles of Incorporation and Bylaws with a cover letter dated September 22, and postmarked September 27, were received by Members no earlier than September 28.  HCA then announced in a letter dated October 4, postmarked October 4, and received no earlier than October 5, a corresponding October 24 Town Hall meeting.  That gave Members only 19 days from the October 5 earliest actual meeting notice receipt to review and understand massive changes to key, yet typically unfamiliar, governing documents on October 24.  

More bad news: "... amending some of the bylaws of the community. ... "  or even " ... updating the Bylaws ... " to current law, or adding consistency, are not what is really happening here.  HCA removed major governing document sections, added completely new sections, and kept little from known and trusted documents and processes dating back to as early as 1960s HCA creation.  

The following links are to scanned copies of the proposed Articles/Bylaws v2 governing documents, and correspondingly section-keyed review comments added by a long-time resident with years of HCA governing issues and documents working knowledge and experience:

PROPOSED NEW ARTICLES OF INCORPORATION v2                                   (1)  As Proposed by HCA                                                                             (2)  Review Comments

PROPOSED NEW BYLAWS v2                                                                   (1)  As Proposed by HCA                                                                             (2)  Review Comments

You can find the referenced 1964 Articles of Incorporation, 1993 Bylaws, and Special and General Resolutions on the Governing Documents page of this website.

Sadly, many proposed revisions increase Board ability to make major impact cluster decisions without transparent Member notice or approval, ostensibly because most if not all Directors don't have enough time to do all the many things they should be doing to run the cluster.  On the other hand, if you don't have enough time to be a Director, then perhaps you can always step aside and let someone else who has the time, knowledge, and experience be a Director instead.

Examples of serious issues with the new Articles v2 proposed revisions include: removal of violation due process hearing details, adding Common Area unequal and non-uniform use, adding catastrophe repair deadline of six months, allowing non-adult and non-owner household members to be Directors.

And the new Bylaws v2 proposed revisions unfortunately include:  ignoring all 18 Special and General Resolutions, no Good Standing and violations due process details, adding Common Area unequal and non-uniform use, unlimited use of interaction-restricting virtual video meetings, annual meetings any month the Board wants, unlimited proxy vote manipulation, removal of Common Area modification approval by affected Members, allowing Director removal by as few as 10 votes, continued Director appointment without Member opportunity announcement, unlimited Director nomination and election manipulation, lack of Executive Session requirements, continued recent lack of annual financial audit report Member public availability, substituting non-professional business judgment for bid minimums, allowing Special Assessments of any amount with no Member approval, billing Members for Board repairs to their private property, and lack of existing detailed annual dues policy, including possible collection on an other than monthly basis.

That is WAY too much problematic and unresolved stuff.

So because HCA appears to be proposing a quick all-or-nothing vote, and until ALL open issues are resolved, VOTE NO on v2.