At their August 2020 Regular Meeting, HCA Directors appointed two Members as their preferred candidates to fill long-standing vacancies for full unexpired terms after resignations of two former Directors. Such full-term appointments, however, were contrary to (1)
accepted Amendments to the HCA 1964 Articles of Incorporation, proposed and ostensibly approved in late 1993, that allowed unexpired-term appointments to run only until the next scheduled election, and contrary to (2) recent previous Boards' decisions and practices based on acceptance of the amendments.
HCA then announced the election of only two Directors, rather than four (two for expired terms and two for unexpired terms) as required by the 1993 Amendments. When a long-time Member identified this issue during the pandemic-delayed September 2020 Annual Meeting candidate nomination process, the Board further delayed the meeting to October 2020 while it sought formal legal advice.
That legal guidance, in addition to a shocking lack of official meeting minutes or other written documents and personal recollections from TWC or former 1993 Directors still residing in Hickory Cluster or nearby, led to the discovery that HCA could not confirm formal HCA Member approval of the 1993 Amendments or their registration as required with the State Corporation Commission. In other words, without documented approval and registration, there were no legally-binding 1993 Amendments to the 1964 Articles of Incorporation.
But wait, there's more: one unelected Director, appointed in August 2020 just before the September/October 2020 election, resigned recently and effectively created a third Director appointment circumventing an election. This time, however, the Board did the right thing. Through a mass mailing to all HCA Members ... still not posted on the new HCA website ... they offered everyone the opportunity for Board appointment. The
official self-nomination Statement of Interest form is due to TWC no later than 3:00 p.m. on Wednesday, January 6, 2021. Currently, Block 1 is represented by two Directors, Block 2 by no Director, and Block 3 by a voting majority of four Directors, out of seven Directors total.
