The bastards did it!

FYI, this is standard operating procedure for this GM, and has been for many years. There have been many board members who have cozied up in one fashion or another, and have curried favor in several respects. How do you think the retreads keep getting picked to have so many terms? It is painfully obvious they aren't better board members than others have been. Few, if any, of the retreads have any redeeming qualities which makes them the best choice to serve another several years on the board. Since the retreads stay close in their ranks, it makes it difficult for any other new members to get a good foot hold on any particular subject. It also makes it almost impossible to be an active board participant when these few select have their decisions made amongst their favored group, with the outcomes predisposed before another board member even gets to offer an opinion. These select few have emails, pages and texts sent to each other to the exclusion of those who may want to voice an opinion or take a different stance other than the one predicated by the "chosen". I feel quite confident the process of GM selection was done in the dark, behind closed doors, by select board members who were in constant touch with each other to assure the outcome they desired. it would also not be at all surprising who it was who orchestrated the outcome.

As for Karen having a desired outcome or not, I feel everyone should show up to this meeting with their opinions intact and be willing to defend Karen in any way, shape or form they can. Wrong doing is just that, it shouldn't matter if the offended person wants a stake in it or not. This board has been operating free and loose for a long time. Having the members there to support a person, a view or this community with a show of support that includes wanting an accountability is not something these BOD are used to, and will do all they can to dodge the issues as well. As one member gets blown off, there is the next member in line to take up the cause. Being present at the meeting is important, not only for Karen, but to show the community it is not willing to tolerate this blatant abuse of power anymore. In taking a stance for Karen, or simply for Sun City, you are exercising the very spirit of what this community was built on and making it known you are all onto the shenanigans the BOD and GM are pulling.

I do not know the new, pending GM. I have no feel for what direction he may or may not take. I am sure if he sees this community being together for an issue as strong as this, he may be more than willing to support other community initiatives. One can always hope.

 

Just doing some light reading on Title 10, in the Arizona Revised Statutes. (YAWN) I expressly went looking for rules for non-profit corporations. The header I was under not only lists the section one is trying to read, but also when the rule was adopted.

Why did I find this interesting? Because I feel the RCSC is operating outside the confines of the laws it fights so hard to retain. There amendments to the various legal statutes that have been adopted over the years. The one that I found most interesting is the
"10-11023 Bylaw Increasing Quorum Or Voting Requirement For Members"
So what does this section say that has me intrigued? "The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum or voting requirement for members shall meet the same quorum requirement and shall be adopted by the same vote and classes of members required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater." In other words, the board of directors, nor the GM, has the right to change the quorum requirement unless voted on by the members.

Followed by Section B: B. A bylaw that fixes a greater quorum or voting requirement for members under subsection A shall not be adopted, amended or repealed by the board of directors. So, if a bylaw is introduced that changes the quorum for the members, it cannot be adopted by the Board of Directors. The quorum was changed previously as a board action which is not allowed under Title 10-11023, Arizona Revised Statutes, updated October 13, 2016. As far as I can read, the changing of the quorum is not legal according to state law, as it was not voted on my the members.

As I have read and reread, it is the non-profit members who shall have the ability to change quorum, not the directors, which was the action taken all those years ago. The members have a right to expect vote on the quorum requirement to meet the needs of the membership, not the demands of the board of directors or the GM. It appears to this reader the RCSC owes the members a vote to fix the quorum to a reasonable number as soon as possible, preferably before the next general meeting.

 

As I read it, until I can get attorney to review, the quorum is at 100, it as never amended by the members. Section B clearly states the changing of the quorum shall NOT be done by the board of directors. The RCSC has a clear duty, per state law to meet and to adhere to the law as written. If one can use state law to get around Title 33, then the members of a Non Profit Corporation have the right to expect the laws of Title 10 be honored.

This could clearly be an item to be brought to the Arizona Corporation Commission for breach of trust with the membership, as well as not abiding by the laws of the state. No more bylaw edits to strip the membership of its rights or due process..

I will seek additional information on Monday, but I have re-read these various sections over many times, and had I not thought we, the members, had a chance to take our community back, I would not have written the message.

It would be an overwhelming boost to this community and its members to know that each one of them has a buy in, and has the ability to undo a number of wrongs foisted on the members.

 

Clearly it will take some legal definition, but I am also clear the 10% number is was established by ARS 10-3304, which states "
B. A corporation's power to act may be challenged by any of the following:

1. In a proceeding by members of a corporation that is not a condominium association as defined in § 33-1202 , or a planned community association as defined in § 33-1802 , having at least ten per cent or more of the voting power or by at least fifty members, unless a lesser percentage or number is provided in the articles of incorporation, against the corporation to enjoin the act. Yep, a bunch of mumbo jumbo, but this is where the 10% number is first used. But also it refers to Title 33 and the planned communities and condo association. In other words, as I see it, we do not operate under Title 33, we were clearly defined as NOT a planned community by recent legislation

Next section :
1. A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the members.

2. For the amendment to be adopted all of the following shall have occurred:

(a) The board of directors shall recommend the amendment to the members unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for that determination to the members with the amendment.

(b) The members entitled to vote on the amendment shall approve the amendment as provided by paragraph 5 of this subsection.

(c) Each person whose approval is required by the articles of incorporation as authorized by § 10-11030 for an amendment to the articles of incorporation or bylaws shall approve the amendment in writing.

3. The board of directors may condition its submission of the proposed amendment on any basis.

4. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § 10-3705 .  The notice of meeting shall also state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.

5. Unless chapters 24 through 40 of this title,  1 the articles of incorporation or the board of directors acting pursuant to paragraph 3 of this subsection requires a greater vote or voting by class, the amendment to be adopted shall be approved by two-thirds of the votes cast or a majority of the voting power, whichever is less.

Defined; The board of directors can make recommendations to the members, but shall not make any recommendations to any amendment, as there were no special circumstances prevailing. It continues to say the members entitled to vote SHALL vote and approve the changes. It further states a meeting shall be held stating the purpose of the meeting and a summary provided of what is being changed. Every member of this corporation was entitled to vote, that is a part of the corporate documents. Changing of the bylaws without a meeting of the members may have been done over 12 years ago, yet, it now clearly states members of a nonprofit corporation should have had a notice of meeting and the members allowed to be informed of the meeting and the proposed changes to the quorum.

The RCSC has gone to great lengths to be excluded from Title 33. Now it is time to make them abiding to the Arizona State rule of law of Title 10. The law governing Title 10-3304 was updated and approved on October 13, 2016. This could be translated into the rule of law used to change the quorum is no longer valid, having been modified by the legislature. The members wish to apply the rule of law now sitting on the books, as adopted, to restore the member benefits and the quorum to a level agreed to by the membership

 

An additional piece of news : Court Petition to Reduce Quorum
If a meeting cannot be held due to a failure to achieve quorum, the board or any member of the association may file a petition in superior court to either lower the required quorum amount or to dispense with the quorum requirement entirely. (Corp. Code § 7515.) Since it has been over 12 years since the RCSC has been able to achieve a quorum, due the board changing the numbers, without a member vote, it may very well be time to file a petition with the Superior court.