GLASGOW — A judge has ruled in favor of the board of directors for T.J. Samson Community Hospital in a civil lawsuit brought by Wendell Honeycutt and other descendents of original “subscribers” who contributed money when the hospital was originally incorporated almost 90 years ago.
Ken M. Howard, special judge for Barren Circuit Court, ordered in court documents signed Tuesday that “The original subscribers, heirs or assignees lost any right to vote in elections for the Board of Directors of T.J. Samson Community Hospital pursuant to the 1968 Amended Articles.”
In the findings of fact in the court documents, it was recognized that the hospital was organized as a non-profit and that “no shares of capital stock were to be issued to anyone and no dividends declared in favor of anyone.”
"Since the Hospital was originally organized as a non-stock charitable institution, the claims of Honeycutt must fail,” Howard wrote in the decision. “The Hospital validly amended its charter in 1968 by a vote of two-thirds of the Directors. The subscribers lost any right to vote when the 1968 and 1974 Amended and Restated Articles were enacted. The subscribers' heirs lost any rights they may have [had] as well.”
Howard further noted “the original subscribers adopted the Hospital's Articles with the same knowledge, and they never had any vested rights. The subscribers' heirs cannot have vested rights where their ancestors had none.”
On March 11, 1968, the hospital board passed amended articles of incorporation that specified the board to be self-perpetuating “upon the death, resignation or removal from the community of any Trustee. The remaining Trustees had the power to fill any vacancies, and there was no mention of subscribers having the right to elect Trustees.”
In 2011, the board approved the formation of T.J. Health Partners LLC, “an integrated network of health providers offering an array of comprehensive services,” according to their website. The TJ Health Pavilion, which houses partner members, opened in May 2013.