On June 23, Judge Michael L. Rankin of the Superior Court of the District of Columbia, Civil Division, declared null and void the October, 2015 dismissal of Joanne Cunningham and Laurie Neander from the National Association for Home Care Board of Directors. The lawsuit was brought in January against NAHC, its president Val Halamandaris, its board chair Denise Schrader, and its attorney Hugh K. Webster by the Home Care Association of New York on behalf of Cunningham, its president. Ms. Neander is the Executive Director of At Home Care in Oneonta, New York. She is an HCA member and former board member.
On October 23, 2015, Attorney Hugh Webster delivered letters on behalf of NAHC informing Cunningham and Neander that they had engaged in activities that disqualified them from remaining on the NAHC board. This in spite of a NAHC by-law, Judge Rankin noted, that requires such dismissals to occur during a board meeting with the member in question present. Cunningham had been elected to the board by her peers in the Forum of State Associations, a NAHC affiliate organization made up of state executive directors. Her two-year term was set to expire four days after she received the Webster letter. (See HCTR, October 29, 2015 and December 2, 2015)
In addition to violating this NAHC by-law, Webster's letters also crossed a line by grounding his argument in the fact that both board members headed organizations that had become members of the Visiting Nurse Associations of America, which NAHC regards as a rival association. This accusation ignored another NAHC by-law, which bars board members only from serving on a rival agency's board, not from holding a membership in other national home care organizations.
On June 11 of this year, long after the HCA-NY lawsuit was filed and initial court hearings had been conducted, NAHC took a second formal action to reaffirm its dismissal of the two board members. Judge Rankin's decision voided both the October letters and NAHC's June, 2016 action. The HCA suit did not seek monetary damages other than that NAHC pay its legal fees, which the judge did agree to and which are still being calculated.
On July 13, a status hearing was held before Judge Rankin so that NAHC attorneys could produce evidence that their client had obeyed his June 23 instructions, which included a demand that the NAHC board pass a formal resolution declaring that Cunningham and Neander had never been dismissed, that they had continuously been and were still members in good standing of the NAHC board. We are awaiting publication of the results of that hearing.
Shortly after the judge's June 23 reinstatement, Joanne Cunningham and Laurie Neander resigned as NAHC board members. According to the explanation in the HCA newsletter:
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.
Long term consequences
Will this court case end here or will it have a broader impact beyond home care? It does set a precedent that may well be cited in future cases. Associations have been put on notice that they must comply with their own bylaws as they would comply with a contract. Attorneys have been alerted that they may not aid and abet an association that schemes to violate its own by-laws. With the decision being rendered in a DC Superior Court and so many national associations based in Washington, this may be a case that reaches beyond the parties involved, beyond home care, even beyond healthcare.
For reference, we reprint HCA's letter updating its members elsewhere in this week's issue.
©2016 by Rowan Consulting Associates, Inc., Colorado Springs, CO. All rights reserved. This article originally appeared in Tim Rowan's Home Care Technology Report. homecaretechreport.com One copy may be printed for personal use; further reproduction by permission only. firstname.lastname@example.org