Here's why, the short version:
The proposed revisions are NOT just minor legal "updates" to "modernize" "outdated" versions and de-conflict multiple governing documents.
The "multiple footnotes" do not identify or explain all deletions and additions.
The revisions include major deletions and additions that broadly INCREASE Board unilateral authority and control, and that broadly DECREASE Member collaborative involvement, rights, and protections.
Here's why, the longer version:
"Sir, hell is paved with good intentions." - Samuel Johnson, 1775
The HCA Board of Directors may have good intentions, but unfortunately it appears that those intentions have been misguided in an effort to "modernize" HCA governing documents. This post provides an alternative perspective based on more than 15 years of HCA Member, HCA Director, and HCA Corporate Officer experience using, authoring, and managing HCA governing documents.
HCA governing documents are more than just legal documents. They embody historic and time-tested Reston and HCA homeowner visions and traditions. Those historic visions and traditions are worth preserving even if minor legal or multiple document de-confliction updates are required.
Sadly, HCA visions and traditions were NOT the focus of the 2022-23 HCA Board of Directors. Instead of forming Member-Director working groups to collaboratively develop community-focused revisions as was done during the last major Bylaws revision effort in the early 1990s, the Board mostly outsourced the task to a newly-retained law firm, and then asked for Member feedback AFTER the fact.
Here are comments from several Members who attended the October 2022 Town Hall Meeting discussion of proposed revisions v2:
"It was a town hall stone wall."
"That lawyer was very unwilling to compromise on anything. She was not even willing to agree that a board director has to be over (age) 18! I guess we'll see what they decide to put out there. ... "
"In spite of obviously many hours working these issues ... I did not hear the lawyer one time endorse any suggestion ... . Many times she cited an extreme example to support her position. It was always "cited" or taken under advisement. There is enough bureaucratic wordsmithing here to choke a horse. She seemed reluctant to even include a few words about the source of material. We seem to have several documents such as a deed, POAA, etc, etc, which supersede each other. It is confusing to me precisely what we are trying to update and why actually. Did the existing documents not work well? As ... said, just have one page that says let the Board do what they want. It looks like an effort to simplify/"modernize" which seems to me would make the Board's job harder due to a lack of specific language. As ... said, language that has served us well for sixty years could/should be left in. Taking things out like having an annual meeting in May for example make no practical sense. To me an update should be more specific based on experience on what has worked instead of deleting language to simplify. ... Some additions about bids, who can become a director, use of common area simply defy common sense. ... When ... posed several questions to the Board they just blew them off and seemed very defensive. Even if TWC is charged with getting all bids, if true, they should have to follow our guidelines seems to me. They do work for us I think! She is obviously a talented lawyer and is determined to have this her way. I am not convinced she really has the interests of the cluster at heart. She seems determined to fashion an update to reflect her views. ... "
In addition, many HCA Members are new to the cluster and/or have little interest in HCA governing documents let alone working knowledge or experience governing with them as a Director, or being governed by them as a Member. And they are unaware of the very serious impacts of major changes to the governing documents to which they agreed when they bought their Goodman House.
More specifically:
v1 proposed revision review comments were reported in a May 2022 post on this website.
v2 proposed revision review comments were reported an October 2022 post on this website.
v3 March 2023 proposed revisions appear to be the same as the v2 October 2022 proposed revisions, indicating that the author(s) continued to exclude many Member concerns voiced at both the May 2022 and October 2022 town hall meetings. For reference, here are the v3 documents and corresponding v2/v3 review comments:
PROPOSED NEW ARTICLES v3 FINAL ... complete document Revision Comments in Detail ... compared with existing documents Revisions Summary:
1. Removes violation due process hearing details
2. Adds Common Area unequal and non-uniform use
3. Adds automatic catastrophe repair deadline of six months
4. Allows NON-ADULT and NON-HOMEOWNER household members to be Directors and make all Board decisions impacting adult Member homeowners
PROPOSED NEW BYLAWS v3 FINAL ... complete document Revision Comments in Detail ... compared with existing documents Revisions Summary:
1. Ignores all 18 Special and General Resolutions, including parking regulations, architectural standards, and other key cluster rules that the Board FAILED to formally re-adopt on/before April 2020
2. Removes Good Standing and violations due process details, leaving Members more vulnerable to Board decisions
3. Allows Common Area unequal and non-uniform use, potentially abusive and inequitable
4. Allows unlimited Board use of virtual online meetings, limiting Member interaction when Member microphones can be cut off
5. Allows annual meetings any month the Board wants, despite the May tradition since founding
6. Allows unlimited Director election proxy vote manipulation, as has occurred when the HCA Secretary or other Director voted numerous unassigned proxy votes with NO transparency as to who they voted for, thus manipulating who is elected Director
7. Removes Common Area modification approval by 2/3 affected Members, allowing unwanted large trees to be planted too near homes or other work directly impacting Member homes and property values WITHOUT Member notice let alone agreement
8. Allows Director removal by as few as 10 votes (50% + 1 vote of 18 Member minimum quorum), creating significant potential abuse from petty personal vendettas
9. Continues Director appointment without giving all Members equal opportunity, encouraging non-transparent sweetheart appointments
10. Continues unlimited Director nomination and election process misinformation and manipulation, as has occurred in recent Director elections
11. Continues lack of restatement in HCA documents of Executive Session legal requirements that inform both Directors and Members, ensure compliance, and prevent abuse
12. Continues lack of annual financial audit report availability to Members as has occurred since 2016
13. Allows amateur business judgment instead of a minimum number of bids, increasing the potential for underperformance and overpayment by Directors who are not business professionals, or by overextended managing agents
14. Allows Special Assessments of ANY amount with NO Member approval, without identifying possible Member options or recourse, and with past HCA Special Assessments of up to $10,000 or more
15. Allows the Board to repair Member private property, and then bill the Members for the repairs, without adequate due process
16. Removes existing detailed and traditional annual dues policy, including possible collection on an other than traditional monthly basis
Again: HCA needs ONLY required legal updates and document de-confliction, not wholesale revision of traditional HCA governing documents to conform to what the author(s) "regularly see" elsewhere.
Until then: VOTE AGAINST the proposed Articles and Bylaws revisions.
If you have already voted FOR by Absentee Ballot and now want to change your vote, complete a NEW Absentee Ballot with an AGAINST vote, and with a written date AFTER your original version, to supersede the original.