Board Meeting - 6/26

Steve voted for the motion as did all of the other directors (the new director may have abstained). The one no vote was from Preston regarding waving the second reading. I have heard Steve is unhappy with what happened and rumor has it he will try and make a motion regarding moving the South Course to the front of the line. From what i have heard, that course could be close to a large enough savings to resolve most of the water mitigation issues with the AWDR. If that's the case, i can't for the life of me understand why that wasn't first and foremost on the schedule

 

As I stated a million times, give me a plan I can understand and stop treating me like I can't tell the difference between the truth and lies. IMHO this train is off the rails and accelerating.

 

Unfortunately, runnring from the realities has become almost a norm for the board these days. It's why committees were so valuable over the years, they helped bring the board back to a more community centered place...which is exactly why the GM eliminated or neutered their role.

Group think in the boardroom has become a long-standing tradition. Those trying to get in the way simply or slow it down get run over. If you think i am mistaken, watch the board meeting from the other day where the logic was the golfers showed up and we must humor/respect their wishes.

Thank God a board member sent those emails out to make sure they had their butts in chairs, without them, who knows what might have happened?

 

Talk about creating liability for RCSC - It appears that one director practically invited lawsuits by his actions. Since the Board seems to work together on everything, I cannot believe the other directors were not complicit. Just one man's observation.

 

Would the overt actions of a few board members, knowingly and willfully, using their title and authority to influence the decisions made to spend monies outside of the prescribed written rules, make them in flagrant violation of their Fiduciary Duty to the board and the members? Could this be a cause to bring about suits against each member individually as they looked to gain from their position within the corporation? Gains do not need to be only measured in terms of money. One only needs to read the concept of what Fiduciary duties entails and what it means to not adhere, and what the repercussions are for each individual director. The blanket insurance policy does not and will not cover such behaviors of individuals.

 

https://www.boardeffect.com/blog/fiduciary-responsibilities-nonprofit-board-directors/

 

Thank you FYI for the easy to understand and read explanation of Fiduciary Duty and its responsibilities. It would appear there are some serious issues with the current board and honoring their sworn oath. It also appears this board has not adhered to ARS Title 10 Rules regarding non profit organizations. In effect, right at this point in time, we have no governing body. I know the idea of filing suits flies in the face of being sane, but this group of individuals is culpable for more than one violation.
Will anyone stand up and stop this? Don’t believe the attorney if he tells you that you can prevail and win big money. By the board’s actions, he cannot represent you in this type of action.

 

Here's a thought, and I mean no disrespect to anybody, but think about this!

At the beginning of the 2025 Board year when all the Directors get together and elect their officers, don't you think that it would have been a wiser choice to elect Tom Foster as Treasurer instead of making him President? (I know, I know, he was elected President the previous year after Kat resigned even though he was only an appointee. But I digress, that's a story for another day)

Like I said, I have nothing against anybody but when you read their resumes', Director Foster, IMHO, surely had the best qualifications to serve as Treasurer since his whole career seems to have been in finance and investment?

So....can that be considered a Board failure of fiduciary responsibilities right off the bat? Hmmm?

Just my opinion!

 

FYI, there could not be any way of finding President Foster as not meeting his fiduciary duty because of his office and title. He was duly elected by the other members to represent the board and his credentials would have no impact whatsoever as to whether or not he was the best choice. His background provides him with an important understanding of accounting and business practices, which should help him be an asset to the board.

 

I get that but what I was alluding to was; if certain people on the Board had certain credentials, wouldn't it make sense to place/elect those people into the position that would benefit the Board and community best?

You don't hire an electrician to fix your plumbing?

All I'm saying is perhaps the Board should evaluate the abilities of each of the other members before they vote on who should serve in what officers position. That would be putting the best interest to the community first!

 

Carole,

As strange as this sounds Tom strikes me as someone who has difficulty "shading the truth" in public. I am not sure what he says in private. When profiling a person, we were taught to look at the manner of delivery as well as what is said. Tom speech is stilted with every word carefully considered. He looks up to consider the next word but never speaks extemporaneously nor looks the audience in the eye. Everything he says is carefully calculated. We were told this is the sign of someone with a moral dilemma. Those around him are telling him one thing but his instincts and core tell him something else. If my instincts are correct, he is morally bothered by those around him but feels powerless to say anything about it. IMHO he does not like the political dilemma he is in but wants to please more than anyone else on the Board. He may feel that he personally is responsible for the success or failure of the Board. He may hate direct conflict and think it unproductive but, perhaps because of me, he finds himself in the uncomfortable position of having to directly confront someone who was his mentor.
As you know I stand up to ANYONE when it comes to integrity. Always have and always will. So, while I empathize with the dilemma I think is presented, I will never back down no matter how big the bully appears to be. Never have never will.

 

Carole, this would be covered by the Directors and Officers policy.

 

Let me understand this correctly before I go somewhere I might not need to. There is a comprehensive insurance policy that covers the directors and officers within the scope of the performance of their duties. This policy would also specify the duty, specifically, the duty to not use insider information or confidential board communications, to interfere or otherwise create an adverse effect upon the RCSC. Would this not apply to causing the RCSC to incur additional costs for items that fall under the corporate documents?
Or using the RCSC board meeting information to provide information to a specific person or group who could benefit from the information disclosed? Sending targeted emails to a specific group to influence a specific decision or outcome would be a covered issue under this policy? The RCSC director would have no repercussions because of the RCSC policy and its inclusions? What are the policy descriptions in regards to willful misconduct or breach of fiduciary duties? Just asking for my information Dave. Thank you for the information about which policy is in effect.