In January 2016, HCA commenced litigation against the National Association for Home Care and Hospice (NAHC), NAHC’s Board Chair, its President and CEO, and outside legal counsel, for violating the NAHC bylaws when they illegally attempted in October 2015 to remove HCA’s representatives – HCA President Joanne Cunningham and HCA Member (and HCA Board Member) Laurie Neander – from the NAHC Board of Directors.
HCA just prevailed overwhelmingly in the lawsuit. In a June 23, 2016 order (available at http://hca-nys.org/wp-content/uploads/2016/07/ HCANAHCorderofjudgment.pdf ), the Superior Court of the District of Columbia ruled in HCA’s favor, declaring that: the October 2015 action (as well as a subsequent June 2016 Board action) of the Defendants violated NAHC’s bylaws and were invalid; both Ms. Cunningham and Ms. Neander were never removed from the Board; and Ms. Cunningham and Ms. Neander continued to serve as Board members of NAHC with uninterrupted service following Defendants’ invalid actions.
The Superior Court also ordered NAHC to pay HCA’s legal fees. The Superior Court will be reviewing HCA’s invoices for legal fees and determine the exact amount NAHC must pay HCA.
Both Ms. Cunningham and Ms. Neander resigned from the NAHC Board of Directors on July 6, 2016. They both resigned because it became apparent during the course of the lawsuit that, although certain members of the NAHC Board and management remain dedicated to furthering the interests of NAHC, other members of the NAHC Board and management appeared focused on advancing their personal interests ahead of NAHC’s interests. Ms. Cunningham and Ms. Neander could no longer work and fulfill their Board duties in that type of environment.
HCA has been reasonable in its approach throughout. It made numerous attempts to informally resolve its concerns with NAHC before it commenced the lawsuit, but NAHC had refused to engage or respond to HCA’s outreach. This forced HCA to commence the lawsuit and seek its relief through the Superior Court. The Superior Court’s order did not address HCA’s count in the lawsuit concerning wrongful interference with business relations. That count is still pending. HCA will continue to pursue relief on that count.
This article originally appeared in ASAP, the newsletter of the Home Care Association of New York State. Reprinted by permission.