Dear Healthcare at Home Colleague,
We are not publishing an issue this week while our staff is attending the NAHC Annual Meeting. However, I thought you would want to hear the news about an event that occurred just as we were arriving in Nashville. Rather than explain it in my own words, I am reprinting verbatim a letter distributed publicly late last night by the Forum of State Association Directors, an official NAHC organization. State Association Executive Directors elect one of their own every other year to represent the states' interests as a member of the NAHC board of directors.
Tim Rowan, Publisher
October 26, 2015
NAHC Board of Directors
C/O Ms. Denise Schrader, Board President
VIA EMAIL FOR IMMEDIATE CONSIDERATION BY THE NAHC BOARD OF DIRECTORS
Dear NAHC Board of Directors:
As Members of the Forum of State Associations, we write to express dismay, dissatisfaction and deep concern regarding recent events taken by NAHC outside counsel Hugh Webster (on behalf of NAHC leaders) to purportedly “disqualify” and remove Forum of States Chairperson Joanne Cunningham from serving on the NAHC Board of Directors.
This aggressive action – its lack of legitimate basis, its lack of professionalism and courtesy, and its lack of due process (as required by the NAHC bylaws) - is of great concern to Forum members in terms of its impact on the present and future Forum/NAHC relationship.
NAHC’s leadership and counsel lack authority to “disqualify” or otherwise remove any director from the board. Their actions are illegitimate and violate NAHC’s Bylaws, which reserve for the Board itself the power to “[r]emove a Board member from the Board.” (Article VI, Section 3.)
Indeed, Section 4 of Article VI of the Bylaws expressly provides that “[a] Director may be removed by the Board of Directors for conduct determined by the Board to be in violation of the Director’s fiduciary duties or otherwise detrimental to the interests of the Association. Removal shall be effected by action of the Board at a regular or special Board meeting, and the notice of such meeting shall reference the proposed removal. The Director sought to be removed shall be permitted to attend and participate in the Board meeting, including by voting on his or her removal.”
Rather, the purported disqualification and removal stemmed from discussions between NAHC leadership and its counsel, the result of which was that the Forum Chairperson received a letter on Friday, October 23 (3 business days before the Board Meeting) indicating that the Forum Chairperson’s “....service on the Board is now ended.” Further, the letter makes allegations regarding a perceived violation of the “Duty of Loyalty, ” but does not disclose any specific or factual information supporting this allegation. In addition, in the time leading up to the delivery of this letter to the Forum Chairperson, there was never any effort or outreach made to the Forum Chairperson or any Forum leader to discuss these claims or allegations.
This action, in addition to being stunning in its lack of professional courtesy, due diligence, and lack of respect to the Forum members and leaders, is illegitimate and has no force or effect.
The Forum strongly believes that the Forum Chairperson position is a vital leadership position, instrumental in helping NAHC to shape federal legislative and regulatory policy and strategic advocacy positions that advance the nation’s home care community. Without full participation of the Forum on the NAHC Board of Directors, the Board will lose the viewpoint of the state associations at the NAHC Board table, resulting in the weakening of what has been a strong partnership between the state associations and NAHC. While this antagonistic action is directed at the current Forum Chair, we believe that it will, if left unaddressed, have long term negative repercussions.
The Forum requests that an executive session meeting between the full Forum of States and the NAHC Board of Directors be scheduled immediately. The purpose of this meeting will be to delineate the parameters of the role of the Forum Chairperson in his or her role as a NAHC Board of Directors Member and to determine next steps that must be put in place to ensure a cohesive, respectful, professional and collaborative relationship between the Forum and NAHC.
The Forum of State Associations greatly values a productive, constructive and positive relationship with NAHC. It is for this reason that the recent aggressive and disrespectful effort to purportedly “disqualify” and remove the Forum Chairperson from serving on the NAHC Board of Directors is viewed as a stunningly antagonist and entirely illegitimate action.
We look forward to your expeditious reply about the scheduling of the joint Forum/NAHC Board of Directors executive session meeting.
Sincerely,
The Executive Committee of the Forum of State Associations On behalf of the Forum of State Associations