HCA REVISED GOV DOCS APPROVAL FAILS ... AGAIN

With absentee ballots due to TWC by a 12:00 noon deadline, and in-person voting available at an RCC Lake Anne June 21, 2023 Special Meeting from 7:00 to 7:30 p.m., a growing number of voting HCA Members again declined to approve drastically revised HCA Articles of Incorporation and Bylaws, this time v4.  The final numbers:

All v4 votes counted:            47 or 52.22% of 90 possible, vs. 32 for v3

Absentee v4 votes:               41 or 87.23% of all votes

In-person v4 votes:                 6 or 12.77% of all votes

Votes FOR v4 approval:         19 or 40.43% of all votes, vs. 21 for v3

Votes AGAINST v4 approval:   28 or 59.57% of all votes, vs. 12 for v3

The HCA official website incorrectly reports only 20 v4 Against votes.  However, HCA Counsel who managed the vote count at the meeting reported 28 total Against votes.  In-person Against votes were definitely known to be at least two.  Emailed or USPS-mailed Against votes were definitely known to be at least 24, and apparently totaled 26 based on actual results.

One absentee ballot was submitted with a box-marking defect that was not cured and therefore not counted before voting closed at 7:30 p.m.  In addition, two Members, ostensibly one voting For and one voting Against the v4 documents, arrived after the 7:30 p.m. Special Meeting end voting deadline and were unable to cast their ballots.  The additional but late Against vote would have totaled only two votes short of a completely insurmountable 31/90 = 34.44% disapproval vote.

As expected, the number of v4 Against votes increased from the v3 Against votes because the Board continued to insist on approval of major changes increasing Board power and convenience to which many Members do NOT agree, including non-homeowner Director eligibility, unilateral rule change power that circumvents the long-standing Member-inclusive Special Resolution 2 process still in effect, and more.  

What next?  HCA Counsel says the HCA Board tells them what they WANT counsel to do.  The HCA Board says Counsel tells them what the Board SHOULD do.  After all the finger-pointing is done, to increase support the Board must remove persisting offending major changes rather than criticize opposing Members, acknowledge valid Member efforts to preserve viable and long-standing Hickory Cluster governing documents, and act on valid Member concerns about persisting issues.  Former HCA President Michael Poss and concerned Block 1 Member Carol Laird will again, as they have in previous months, provide related feedback to the Board as requested in another attempt to move forward with remaining unresolved issues.

HCA REVISED GOV DOCS v4 ... DANGEROUS = AGAIN: NO

On one hand, the Board heard, again, and finally and commendably incorporated several suggestions from Members at the May 2023 Annual Meeting to be voted upon by HCA Members on or before a scheduled June 21 Special Meeting.

On the other hand, the Board apparently is using incomplete information to justify unlimited new powers to more easily make significant decisions that could dangerously impact Member rights and property.  And they continue to pursue an all-or-nothing approach rather than voting on individual issues.

Here are links to the current v4 documents with yellow-highlighted areas denoting, but not limited to, the following remaining unresolved issues:

PROPOSED REVISED ARTICLES OF INCORPORATION v4

1.  Unlimited fines for rules violations, page 5, Article III 3. c. ... VERY DANGEROUS:  "The Board of Directors may ... impose monetary charges when there exists a violation of any of the provisions of the Governing Documents or the Rules and Regulations." This could be financially devastating to retired homeowners on limited incomes.

2.  Unlimited power to establish charges for Common Area use, page 5, Article III 3. d. ... Members could be charged for parking and other uses.

3.  Unlimited "preferential" allocation by Board of Common Area use, page 5, Article III 3. d. ... What is the real intent of the new weasel word "preferential" vs. the previous weasel word "unequal"  And "preferential" implies that some Members may be more equal than others.

4.   Unlimited rules changes by Board, page 5, Article III 3. d. ... VERY DANGEROUS:  "Rules and Regulations may be amended or repealed by the Board of Directors at any time."  This new text gives the Board overwhelming and possibly abusive authority to change any rule at any time, with no notice or Member feedback.  Currently, General Resolutions rules and regulations changes can only be made after sufficient notice to and feedback from Members within a clearly defined process, including an announced public Member hearing, described in HCA Special Resolution 2:  Creation, Modification, and Deletion of Rules.

5.  Six-month time limit for catastrophic damage repair, page 6, Article IV 4. ... DANGEROUS:  This is an impossible deadline, considering major externally-controlled legal, administrative, contractor, and supply issues impacting catastrophe recovery.  A recent lengthy Block 2 rowhouse recovery project is but one example.  This limit also makes quickness a higher priority than quality work, full scope, or prohibitive expense.

6.  Non-owner household members can be HCA Directors, page 6, Article VI ... VERY DANGEROUS:  "The Board of Directors shall be composed of seven (7) persons, all of whom shall be Members of the Association or members of the Member's household ... ."  ONLY vested homeowners-of-record should govern OTHER homeowners of record.  NON-homeowner adult children, spouses, or tenants should NOT have that power.  The Board attorney's larger-candidate-pool-is-better argument is a deceptive half-truth.  HCA has virtually ALWAYS had seven Directors in place as outcomes of annual meetings.  And actual HCA practice is that of surprise "ambush" nominations and other pre-planned and pre-supported actions AT, not before, annual meetings themselves, to strategically limit competition or opposition.  Rarely do candidates announce their intentions BEFORE the meetings, and if they do they risk petty opposition.  Example:  At the 2023 annual meeting, an end-term Director publicly withheld their real intention to seek re-election until AT the annual meeting itself, not before, effectively thwarting other candidates.  So in reality, there were FIVE candidates for THREE vacancies, not just ONE candidate as the Board cover letter FAQs and document footnotes deceivingly stated.

PROPOSED REVISED BYLAWS v4

1.  Unlimited power to establish charges for Common Area use, page 2, Article I 2. l. ... See Articles same issue above

2.  Unlimited "preferential" allocation by Board of Common Area use, page 2, Article I 2. l. ... See Articles same issue above

3.  Unlimited rules changes by Board, page 2, Article I 2. l. ... VERY DANGEROUS:  See Articles same issue above

4.  Unlimited proxy form manipulation by Board, page 5, Article III 7. (b) ...  DANGEROUS:  The current Board has manipulated the last few elections one way or another, as outlined in earlier posts on this website.  This gives the Board additional options for manipulating proxy forms to eliminate non-Director proxies and other devices to promote a Board-preferred slate of candidates. One example:  requiring all candidates to nominate BEFORE the annual meeting, and then extending the nomination period to other preferred candidates AFTER they know who pre-nominated.  It will most likely be anti-competitive and unfair to candidates who do not agree with the status quo.

5.  Unlimited Common Area modification by Board, page 6, Article IV 2. (b) ... VERY DANGEROUS:  Current Bylaws require a 2/3 affected neighbor approval of Common Area changes, except for emergency or preventive repairs.  But even that has not stopped recent past Boards from planting big trees that will grow into homes or block their windows.  Removing the current restriction will make the situation even worse because there will be NO restrictions on what the Board can do immediately adjacent to your Goodman House without your knowledge or input.

6.  Non-owner household members can be HCA Directors, page 6, Article IV 3. (a) ... VERY DANGEROUS:  See Articles same issue above

7.  Unlimited Director candidate manipulation by Board, page 6, Article IV 3. (a) ...  DANGEROUS:  The current Board has manipulated the last few elections one way or another, as outlined in earlier posts on this website.  This gives the Board additional options for now-officially recruiting and promoting their own Board-preferred slate of candidates.  It will most likely be anti-competitive and unfair to candidates who do not agree with the status quo.

8.  Unlimited amount of Lot repair charges to Members by Board, page 11, Article VIII 1. (a) ... VERY DANGEROUS:  "Charges incurred by the Association in performing exterior maintenance on the Lot as permitted by the Reston Deed will be considered an assessment and collectible as such."  This is new to the HCA Bylaws and could possibly be financially devastating to retired homeowners on limited incomes, even if actually allowed by the Reston Deed.

RECOMMENDATION:  Until these proposed dangerous revisions are resolved, continue to vote AGAINST the proposed revised documents.