In its January newsletter to members, the Home Care Association of New York State published the following notice:
HCA Files Legal Complaint Stemming from Wrongful Dismissal of HCA Representatives from NAHC Board
HCA and its affected representatives have commenced legal action seeking relief for invalid actions taken to remove HCA’s representatives – HCA President Joanne Cunningham and HCA Board Member Laurie Neander – from the Board of Directors of the National Association for Home Care and Hospice.
This week’s legal action rests on specific provisions of law in Washington, D.C. which allow individuals who are affected by a corporate action to challenge the action in court. The complaint was filed in the Civil Division of the Superior Court in Washington, D.C., where NAHC is headquartered. The Plaintiffs contend that NAHC’s staff and legal representative, without due-process or involvement of the Board of Directors, “removed” HCA’s representatives from the NAHC Board of Directors in direct violation of NAHC’s own by-laws. Those by-laws require the removal of a director to be considered and voted on by the full Board, with an opportunity for the affected directors to attend the meeting and participate in the discussion. This did not occur in the Plaintiffs’ case. Rather, the removal action was communicated unilaterally by the legal representative of NAHC staff in letters sent to the Plaintiffs, with no opportunity to respond to the charges, as NAHC’s by-laws require.
The letters communicating Ms. Cunningham’s and Ms. Neander’s removal also charge the Plaintiffs with pursuing “alignment” with competitor organizations of NAHC. As you know, HCA works closely with many organizations on advocacy to support our members. Such charges are not only unmerited, but they are in no way consistent with the reasons for Board disqualification stated in NAHC’s own by-laws.
HCA and Plaintiffs have had a long working relationship with NAHC and we value our partnerships with national organizations to support our constituents in New York State. Please be aware that this lawsuit was filed reluctantly and only after every effort had been made to contest and reverse the removal action within NAHC’s organization. Those efforts, however, were of no avail, leaving Plaintiffs no other alternative for preserving HCA’s and New York’s representation on the NAHC board.
Furthermore, Ms. Cunningham was until recently a voting member of NAHC’s Board through her position as Chair of the Forum of State Home Care Associations, a group of executives from state home care associations, like HCA, nationwide. The Forum of State Home Care Association has issued a statement of strong objection to the dismissal actions, and this statement is included as an appendix in the legal complaint.
A copy of the complaint is available to any HCA member who would like a copy. HCA’s legal team, represented by Wilson Elser Moskowitz Edelman and Dicker, LLC, awaits discussions with the Defendants, at which point we will provide the membership with a further update.
This article originally appeared in the HCA-NYS member newsletter. Reprinted by permission. Further reproduction is not restricted.