The bastards did it!

Discussion in 'Sun City General Discussions' started by FYI, Jun 27, 2021.

  1. FYI

    FYI Well-Known Member

    And it wouldn't surprise me one bit if the agenda specifies a "time at which to adjourn" the meeting to prevent a long drawn out Member Comment section of pissed-off Members complaining about the way they dismissed Director McAdam?
     
  2. eyesopen

    eyesopen Well-Known Member

  3. OneDayAtATime

    OneDayAtATime Well-Known Member

    That's what I found by searching also. Seems like it should be easier to see the agenda's from a whole year. I am getting some questions ready for the 9.13 meeting and was doing research. I also can't find all the Board Policy Resolutions; only #1, 4 and 34.
     
  4. BPearson

    BPearson Well-Known Member

    I know we've got some folks not totally familiar with how the RCSC functions. Let's start with this; in order of importance from a documents perspective, everything stems from the Articles of Incorporation. Following that are the By-Laws and they must conform to the Articles of Incorporation. After that is board policies, but not important to the discussion. We know in the articles there are members rights and in fact one section specifically calls for the members rights to "prevail over the boards."

    For now let's look at this section of the By-Laws:
    ARTICLE IV – MEMBERSHIP MEETINGS
    SECTION 1: ANNUAL MEMBERSHIP MEETING
    An annual meeting of the Members shall be held each year.

    Written notice stating the place, day and hour of the annual meeting of the Members shall be posted in RCSC Facilities and/or published in the RCSC newsletter (SunViews) and/or on the RCSC website (www.suncityaz.org), not less than ten (10) days, nor more than sixty (60) days before the date of the meeting.

    With respect to amendments to the Bylaws, notice of any proposed amendment shall be posted in RCSC Facilities and/or on the RCSC website (www.suncityaz.org) at least ten (10) days prior to a Membership meeting at which these changes shall be considered.

    With respect to amendments to the Articles, notice of any proposed amendment shall be posted in RCSC Facilities and/or published in the RCSC (SunViews) newsletter and/or on the RCSC website (www.suncityaz.org) at least thirty (30) days prior to a Membership meeting at which these changes shall be considered. Such notice shall include the proposed changes to the Articles.

    That is very clear: An annual meeting shall be held each year. But wait, there's more: The RCSC had been in a very long and expensive lawsuit where the plaintiffs were trying to convince the judge the RCSC should fall under Title 33 which covers "Planned Communities." The RCSC said they shouldn't and a judge dismissed the lawsuit. They had argued Sun City fell under Title 10 because we were built before the Planned Communities legislation. So, here's what Title 10 covering Organizations says:
    A. A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.

    B. Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's known place of business.

    C. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

    The entire purpose of an annual meeting is so shareholders/members have a voice. Of course we know the RCSC in 2009 changed the quorum and we haven't had a membership meeting since. Every year they hold it and when there is no quorum, they close the formal meeting and have a discussion. The difference obviously is there can be no floor motions without a quorum. We know the date was set for October 18, 2021. We now know we can and will gather proxy votes for any motions to be made from the floor. A proxy vote is one where a person not able to attend assigns their vote and in fact counts towards the quorum.

    The annual meeting is typically held in January or February, however with the pandemic they held it off but put it on the directors' calendars. As an aside, we used to have quarterly membership meetings when the quorum was 100 and it kept directors from doing stupid things (like firing a director). Anyway, you now know more than i am sure you wanted. All of this is in layman's terms but all of it is pretty much in accordance to how the community used to be run and where it stands to date.
     
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  5. BPearson

    BPearson Well-Known Member

    Sorry for my wonkiness above, i hate the idea we have to rely on documents to make a point, but the reality is our community, Sun City, was built on a foundation of self-governance, ownership and volunteerism. It's nice to pretend it is and always was one big happy family,it's just not the case. There's always been arguments and disagreements on how to run the community and the direction it should go in. Back to that in a minute.

    The year the DEVCO employees were considering this kind of project (1959), the experts all said it would be an abysmal failure. They said seniors would never leave their families and move to the middle of the desert. It was tremendous leap of faith for Del E Webb and Jim Boswell to invest 1.2 million dollars in building the initial structures. Sales exploded the first several but by 1964 it looked like the "experts" had been right.

    Along came John Meeker and he refused to let it die. He worked tirelessly with the residents to keep the dream alive. It was always predicated on building a sense of community and establishing a relationship with the residents who he knew someday would take over. The documents they wrote were in fact iron-clad by insuring the residents had a loud and clear voice so they wouldn't lose control to a handful of people who just wanted to do their own thing.

    When DEVCO left the end of the 70's, during the 80's, the infighting was horrible. Through it all, board members weren't firing one another. Resolutions were always reached because ultimately the community's members found those answers. The story is so powerful and compelling, it should never be lost. Sadly, it has been stripped away, pieces at a time and now we are on the edge as it looks to get even worse.

    I guess time will tell and we will see; does the community matter anymore or does Sun City now belong to the gm and a handful of board members?
     
  6. FYI

    FYI Well-Known Member

    Hence, the words of Ronald Reagan: "And those in world history who have known freedom and then lost it have never known freedom again."

    I fear we find ourselves in the same predicament unless the community gets off their butts and finally decides to do something about it. Many of us are second generation, or even third, Sun Citians who saw the overwhelming enjoyment our parents enjoyed by living out their lives in such a wonderful place, which is why we decided to spend our golden years here as well.

    The real question is, what sort of Sun City will WE be leaving to our children? It's up to US to guide the ship back onto its original course or someday we'll find ourselves to be just one more dead-beat community filled with so many rules and regulations that the fun will be lost!

    Remember the Pool Noodles rules? What's next?
     
    Last edited: Sep 3, 2021
    IndependentCynic likes this.
  7. BPearson

    BPearson Well-Known Member

    Funny story; when i ran for the board and was at the Marinette candidate forum several of the existing board members were in the back of the room. One had clearly had a drink or six and boldly stepped to the mic and asked me; "how much do you think a board member should be involved in the day to day operation of the RCSC?" I was stunned by the stupidity of the question, but for some reason they thought i wanted to tell the gm how to run the corporation.

    I've lived a good share of my work life in front of a microphone and in settings just like the above. I smiled at him and politely said, "not at all." Huh? Historically the gm has run the day to day operations, that is why they were hired. If i wanted that as a board member i would have run for the gm's job. I have come to believe, work is way overrated. While i understood my role, it has become abundantly clear to me the board hasn't understood theirs for a very long time.

    The gm has been brilliant in throwing the minutia of trivial crap in front of them to make these important decisions; you know, like pool noodle length, extra balls in play on mini-golf and tire sizes on the golf courses. Nonsense, but the board digs in and relishes these critical decisions in front of the maddening crowd. Both Barbara and Karen have pointed it out to me. I told them both, it's nothing new. It's a strategy that has worked brilliantly.

    The really unfortunate part is the board has been so caught up in the little stuff they have lost sight of the bigger picture...where is Sun City headed and how are we going to get there. The community should have been involved and engaged every step of the way. That is how Meeker created buy-in to that sense of community and the ownership mentality. When you take them out of the discussion and just make choices for them you then are left with where we are today...a handful of board members and management deciding what is best for us.

    Just maybe the board will understand come the two meetings in Sept and the October membership meeting. We'll see?
     
    Last edited: Sep 3, 2021
  8. SCR

    SCR Active Member

    Anyone know what the occupancy limit is for the Sundial auditorium?
     
  9. BPearson

    BPearson Well-Known Member

    With both wings open i think it is between 1500 and 1600 people.
     
  10. eyesopen

    eyesopen Well-Known Member

    Is there required ID for Sun City residents to attend RCSC Board of Directors meetings?

    If so, what should they bring? Membership card, other?

    With the anticipated high interest in the upcoming meetings, hope an efficient entry process is in place.

    Wouldn’t want anyone refused attendance for any reason.

    Thanks, in advance for advice.
     
  11. BPearson

    BPearson Well-Known Member

    They've never checked ID's at a board meeting. They always scan cards at the yearly general membership attempt so they know if they reach a quorum. If you intend to speak you either sign up when you enter or can take the mic during member comments. When you go to the mic you state your name and rec card number. If you are have a privilege card (the number will tell them) you will be told you don't have the right to speak. Just as a precautionary note, you should have your rec card with you.
     
    eyesopen likes this.
  12. FYI

    FYI Well-Known Member

    You only need to sign up to speak if you are going to speak about one of the motions mentioned on the agenda. You will get an opportunity to speak prior to the motion being voted on by the board.

    If you intend to speak about something else, you will get the opportunity at the end of the meeting during the Member Comments section listed on the agenda. You don't need to sign up to speak during Member Comments.
     
  13. BPearson

    BPearson Well-Known Member

    Well stated FYI. There's been a fair amount of consternation regarding speaking to motions and how that has all played out. In reality, it hasn't mattered one whit whether you spoke before, after or during; the board simply does as it chooses without much regard to your comments.
     
  14. BPearson

    BPearson Well-Known Member

    I hate getting wound up in the documents, but they are the rules the board should function under. My question for those of you with better understanding than me is this: For board meetings they need post the agenda 7 days prior to the meeting. That's easy. In the By-Laws where they talk about the membership meeting it says quite clear there need be a 10 day notice for proposed By-Law changes and a 30 day notice for Articles of Incorporation changes. It would seem to me the intent was to place a higher level of notification should any documents be changed.

    For those not familiar, the agenda becomes the order of business the board can act on at these meetings. As we head towards the Sept 13th meeting it is helpful for those planning on attending what can and should be expected or allowed. By the way, during member comments you have far more leeway with what you can say. During comments regarding a specific motion, you can only talk to the motion on the floor.

    I know it sounds cumbersome but the intent is to keep the meeting moving along and on point. It's also why "Robert's Rules of Order" are used to avoid needless mistakes.
     
  15. BPearson

    BPearson Well-Known Member

    It is interesting to me to find myself anticipating something as mundane as an agenda. I usually don't give two shirts about it, but given all there is going on right now, i am intrigued. It isn't just the deal with Karen, but there are tons of rumors floating about. I pay little or no attention to any of them until i see the agenda and what they will be talking about. Here is the link where it will be posted for those of you interested; click here.
     
  16. FYI

    FYI Well-Known Member

    Well, the RCSC has done a very good job at rigging the system. The articles of incorporation gives the board the ability to, on their own, adopt, amend, modify, revise or revoke the bylaws with no requirement of receiving any type of approval from the general membership. No debate, no vote, nothing, just a vote by the board and that's it! On the other hand, if the general membership wants to do anything regarding the bylaws they have some major hoops to jump thru first and the RCSC doesn't make it easy. The biggest hurdle is the once a year general membership meeting and the 1,250 quorum requirement.

    You have to give the RCSC credit, they did a fine job at pretty much locking the general membership out of either making changes or challenging changes. By the time the general membership has an opportunity to do anything, it's to late.

    Under the normal method of adopting new bylaws, or amending them, the initial process would be introduced by the general membership at a general membership meeting and the board wouldn't really have much to say about it because WE have the final word because the board is subordinate to the general membership. WE are the corporation! But with only having one general membership meeting a year and with such a high quorum requirement, the RCSC gets to pretty much steam roll right over us! You saw how THEY made all the decisions on Mountain View, and you see how they want to change the board policies! That gets us back to pool noodles and the tire size on your golf car!

    Who knows what their next mandate will be? Last year we were all required to wear masks, perhaps next year we'll have to prove we were vaccinated to participate in our Club activity?

    It ain't gonna get any better folks unless WE make it better!
     
  17. BPearson

    BPearson Well-Known Member

    Spot on FYI, they've changed the game for everyone living in Sun City and made us all a little less for it. It is abundantly clear the original intentions of the founding documents was to insure the community would always have at least as much say in how we were run, if not more. Now, we have virtually no say and the board is so brazen they even throw the board members we elect off because they dare to stand up for the community. Shameful.

    Who knows though, maybe this past couple of months have been an eye opener. Maybe the agenda they post will acknowledge their errors and we can all settle back and enjoy our retirement. I'm willing to give them the benefit of the doubt and wait for the agenda to see if our opinions, comments and the anger expressed has got them reconsidering the error of their ways.

    We'll see eh?
     
  18. OneDayAtATime

    OneDayAtATime Well-Known Member

    As you have brought to our attention many times -
    • Corporate By-Laws, regarding Article IV - Membership Meetings, Section 3: Membership Quorum:
    A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting.​
    AND
    • Corporate By-Laws, regarding Article IV - Membership Meetings, Section 4: Membership Meetings Rules and Regulations:
    Proposals or matters relating to the conduct of the business affairs of the Corporation, if brought before a Membership meeting, shall be referred to the Board for study. Such matters, being solely within the powers delegated to the Board in accordance with the laws of the State of Arizona and Corporate Documents, will be considered only as a recommendation to the Board.​

    If the disposition of these proposals or matters is determined by the Board not to be in the best interest of the Corporation, the Board shall announce its decision and such proposal or matter shall not be considered further. The Members may, by petition signed by at least ten percent (10%) of the total Membership of the Corporation as of the first day of the preceding July, bring the proposal or matter before the Membership for a majority vote of the Members present at a duly called and noticed Annual or Special Membership meeting.
    I'm reading that and seeing 1,250 for a quorum at the Annual Meeting (not yet announced) BUT if we make a proposal at that same meeting regarding either the reinstatement of Karen or the change in the number needed for a quorum, the number of member signatures needed is approximately 3,700 or the total of members in good standing. Plus, the members (??) would have to call for a Special Membership meeting because I'm darn sure the Board wouldn't.

    Is that correct?
     
  19. OneDayAtATime

    OneDayAtATime Well-Known Member

    I don't know where you see how many people read this, but I know it is not enough. It boggles my mind that almost 36,000 people purchase homes in Sun City and then just don't worry about the governance of the community. I know I'm guilty; I said, "Oh, I'm retired, and I just don't want to get involved." But when I started watching the YouTube recorded Board meetings and discovered this site with all of its history, I'm amazed and perplexed. But - how do we solve this? It seems you (Bill), FYI, Carole, Aggie and a few others, are the only ones that participate. What do we need to do to wake people up to what is happening here?
     
  20. FYI

    FYI Well-Known Member

    Not exactly!

    The 10% is required if the Membership wants to petition the RCSC for a meeting other than the normal annual membership meeting.

    We would need to establish a quorum at the, yet to be announced, annual membership meeting to reinstate Karen McAdam. We can acquire that quorum with both actual attendees and proxy votes. We can reinstate Karen without amending the Bylaws.

    If you want to amend the bylaws to reduce the quorum requirement you would need to send that amendment into the RCSC prior to the meeting so that they can put it on the agenda and provide previous notice of the amendment and of course we would need to have a quorum!
     

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