HCA REVISED GOV DOCS ... SECOND "FINAL" VOTE?

UPDATED MAY 13, 2023                                                                                                                  After the HCA Board of Directors failed to get approval from 2/3 of March 8, 2023 voting Members, they plan to hold yet another "final" vote on the very same defective revised Articles of Incorporation and Bylaws, initially at the 2023 HCA Annual Meeting on May 20, 2023.  

However, a TWC letter dated May 9, 2023, mailed May 11, and received May 13, stated that" ... The agenda listed the by-law amendment voting but we are doing that at a separate meeting. ... Notice will be provided to the community prior to holding the vote again."

This new vote, whenever it is held, appears to be an attempt to disregard and negate the March 8 vote because, as one Director is reported to have commented, Members did not really read the revised documents.  

On the contrary, knowledgeable Members DID read the revisions.  And as a result, those Members voted AGAINST the revisions.

So if Members again defeat the defective revised documents, will HCA hold a Final Final Final vote?  

Or if they are approved, will opponents also get a do-over as did the Board?

As before, Members who have fully studied them urge a vote AGAINST the defective revised governing documents.

For previous related posts, and details on the many issues with the proposed governing documents revisions, visit the following webpage and others published below.

HCA REVISED GOV DOCS v3 APPROVAL FAILS

As announced in a letter notice dated February 3, 2023, HCA held a Special Meeting for the purpose of voting on the "Amended and Restated Bylaws and Articles of Amendment and Restatement" ... AKA:  revised governing documents ... on Wednesday, March 8, 2023, from 7:00 p.m. to 9:00 p.m. at the RCC Lake Anne Rose Gallery.  This was planned to be for voting only, and not as another town hall or discussion.

And as stated in the Special Meeting Absentee Ballot Instructions, "Ballots submitted before the special meeting are to be submitted no later than 5:00 p.m. on March 7, 2023 ... " to TWC via email, mail, or hand delivery, even though TWC main entry doors remained locked throughout the day requiring extraordinary Member efforts to get TWC staff to take their hand delivered absentee ballots.

After considerable debate during the March 8 meeting, HCA and attendees agreed that only Absentee Ballots submitted before that date and time deadline would be counted.  In addition, only non-absentee attendee Member ballots submitted during the 7:00 p.m. to 9:00 p.m. March 8 live meeting period would be counted.

HCA criteria for revised governing document approval was more than a 2/3 "For" vote from all votes cast, NOT on 2/3 of all 90 Goodman House votes, as ostensibly allowed by the Virginia Property Owners Association Act (POAA).  Therefore, with a 1/5 x 90 = 18 Member minimum absentee plus meeting quorum, the revised governing documents affecting all 90 Goodman House Members could unfortunately be approved by only 1/5 x 90 = 18 quorum x 2/3 = 12 + 1 = 13 Member votes out of 18 minimum total votes.

After it appeared that all in-person votes had been submitted, HCA interest in staying until 9:00 p.m. for late voters faded.  So HCA asked, and Members approved by a clear majority vote, adjournment to a Thursday, March 9 Zoom virtual meeting to be held solely for the purpose of announcing absentee and live meeting vote results.  HCA left blank ballots at the RCC front desk with written instructions to drop off or email any additional votes before the announced 9:00 p.m. meeting end deadline.

Just before adjournment, current HCA legal counsel counted 21 "For" votes, and 11 "Against" votes, for a total of 32 votes and 65.63% approval value, just short of the >66.67% required.  And according to one HCA Member, a 12th "Against" vote was recorded before the 9:00 p.m. deadline.

Stuff happens.  The Zoom meeting did not happen, for technical reasons beyond immediate Board control.  However, the Board did adjourn the continuation Zoom meeting and post the results on the official HCA website.  

FINAL RESULTS:  As posted on the HCA website, 21 "For" votes, 12 "Against" votes, resulting in a 64.71% approval value, still short of the required >66.67% required.  Therefore, the existing 1964 Articles of Incorporation, and the1993 Revised Bylaws, remain in force.

POSSIBLE PATH FORWARD:  As Henry Ford said, " ... begin again, this time more intelligently."  One collaborative path would be to make ONLY required legal and document de-conflictions updates.  Leave the remaining long-standing HCA text alone.  Gain opposing Members' support as a result.  Then vote again.  If not, both increased support AND increased opposition may cause a similar outcome.

For previous related posts, and details on the many issues with the proposed governing documents revisions, visit the following webpage and others published below.