Annual Membership Meeting Quorum & Proxies

Regarding the December 13th, 2021 Annual Member Meeting, do we know the procedure for acquiring proxies?

“RCSC CORPORATE DOCUMENTS FAQs
What’s the history with the membership quorum?
The previous membership quorum of 100 was less than one-half of a percent (.3%) of the total membership and left RCSC and its Members at risk of being controlled by a small minority. Someone with 100 proxies could have made changes with numerous unintended consequences that could have done a great deal of harm to RCSC and Sun City AZ homeowners. Following the advice of RCSC’s legal counsel, the RCSC Board of Directors (Board) eliminated this provision thereby causing RCSC to be subject to the default provisions of the Arizona Revised Statutes Title 10 which set a nonprofit corporation’s quorum at “one-tenth of the votes entitled to be cast.” Then the Board formed an Ad-Hoc Committee with the membership at large to propose a more reasonable number.This Ad-Hoc Committee met on several occasions and in the end made a recommendation to the Board who adopted a 1,250 membership quorum on May 27, 2010, which includes proxies. This number is believed to be reasonable and attainable because it has been easily reached by Members present (with no proxies) at meetings regarding utility rate cases as well as other meetings and history has shown that one RCSC Member has voted in excess of 800 proxies at a prior membership meeting.”
Page Three (3)

https://suncityaz.org/wp-content/uploads/2019/04/Corporate-Documents-FAQs-2019-4.pdf

 

Sadly, there has been a real lack of clarity coming from the RCSC regarding proxies. Oddly enough, my wife told me there are some efforts being made to collect them. I've yet to see one. Kind of like the recall petition and anyone capable of making a decision or even able to read and understand what their own documents say. Go figure.

 

Obviously, even 1,250 is too large considering they haven't had a quorum since 2009!?!?

I say drop it down to 300-500 with 3 or 4 membership meetings a year. That would allow any bad decisions made by the membership to be overturned at the next meeting before any damage could be done.

Nobody attends the membership meetings now because nothing ever gets done! If things would begin to happen, both good and bad, members will show up!

"If you build it, they will come."

 

Yes, the 1250 quorum requirement achieved just what “the board” and management wanted…silence the Members and they’ll go away, play and forget!

Stalling information on our right to have proxies is inexcusable! I think with enough time and the actual requirements, Members could easily meet or exceed the 1250.

If not this year, the NEXT!

 

Recreation Centers of Sun City, Inc (RCSC) Proxy Procedure – Members


This procedure documents the steps and qualifications required for RCSC Members to gather Proxy signatures for the Annual RCSC Membership Meeting.



Qualifications

1. The Member gathering Proxy signatures must be a Member in good standing throughout the entire timeframe that signatures are gathered including the day of the Annual Membership Meeting.

2. All signers giving Proxy must be members in good standing from signature date through the date of the Annual Membership Meeting.

3. All information required on the Proxy signature sheet must be accurate and legible.

4. Signatures cannot be obtained on RCSC property.

5. Signed Proxy forms must be turned into the RCSC Corporate Office ten (10) days prior to the Annual Membership Meeting date. Any Proxies turned in later than ten (10) days will be considered null and void.

6. Only RCSC Proxy forms can be used.

7. Only validated Proxies can be voted.

8. All Proxies are valid 90 days from signature date.

Procedure

1. Pick up either a “Specific” or “General” proxy form from the RCSC Corporate Office. Only RCSC proxy forms will be honored.

2. Complete and sign the RCSC Proxy Request Form.

3. Gather Proxy signatures. Only one Proxy form can be used for each Proxy given.

4. Return all signed Proxy forms to the RCSC Corporate Office at least ten (10) days prior to the Annual Membership Meeting.

5. All Proxy signature forms will be verified by RCSC.

6. RCSC Board Secretary will give notification regarding number of verified Proxies.


I have reviewed the qualifications and procedures above and agree to fully abide by them.


_________________________________

Printed Name


_________________________________

Signature


_____________________

Date

 

RCSC MEMBER PROXY - General


The undersigned, a member in good standing of thr Recreation Centers of Sun City, Inc., an Arizona nonprofit

corporation (the “Corporation”), does hereby constitute and appoint ________________________as my proxy to

vote on my behalf on any item up for Membership vote at the Membership Meeting to be held on __________, or any

adjournment thereof, with full power to vote and act for me to the same extent as I might if I were personally present,

giving to my proxy full power of substitution.



Date signed: _________________________________



Address Where Signature Obtained: ________________________________________



Membership card no. _________________________________________



Member’s signature (Sign)


_________________



__________________________________________


Member’s Name (Print)


Expiration date:


__________________


As provided for in the Bylaws, all proxies must be validated by the Cardholder Service office before they can be voted. In order to have proxies validated prior to the meeting, they must be filed with the Secretary of the Board no less than ten (10) days prior to the Membership Meeting. All validated proxies are for ninety (90) days from the date submitted to RCSC








The vote cannot be finalized unless all proxies are validated.

 

FYI, thanks!! What is the website link?

 

There isn't one as far as I know. I went to the corporate office to get them and this website won't allow me to attach or send you a PDF copy!?!?! I even tried to send you a private message but I still wasn't allowed to include an file attachment.

 

Oh, thank you, again! Check your pm/conversation!

 

First -- I don't know if there was a specific reason that we are talking about Quorums and Proxies, but of course I need to add my 5cents!
Second -- If I want a form for a Proxy, that must mean that I think I am not going to be at the meeting. So why does Marcia Johnson state that we have to come to the Corporate Office to pick up and sign for a form? I'm not going to be there!! How can I possibly swing by and pick up a form? I think they continue to think we members don't matter at all!

At the October 28th Board meeting, Karen attempted at least twice to get the correct information out of them regarding
· How is a quorum established?
· How does Proxy voting take place?
· How are motions brought to the floor at an annual Membership Meeting?
· Do notices have to be placed in Sun City News either 10 or 30 days prior to the meeting and if they do, when would they need to be posted since we don’t know publication dates?

To my knowledge, she never got an answer. I don’t know why Karen wants to know that information BUT since it’s a legitimate request and one that we can help her get, let's be proactive and send an email to the entire BOD asking these same questions. Maybe if enough members ask the question, they will actually get the correct information to us. It's worth a try.

(I have copies and tried to upload the files but it won't let me. I don't think we can just copy and print them because M. Johnson said that they have to be signed.)

 

True, but when Karen spoke with Bill Cook he said that wasn't necessary and you could just copy and pass them around!?!?!

Perhaps this is a question that needs to be asked at a board meeting when both Marcia Johnson and Bill Cook are present?

Why can't we simply copy them and pass them around as required? They need to be verified anyway and handed in 10 days before the meeting, which means the 90 day activation period really only gives you 80 days to collect signatures!

Excellent question! And are there different rules depending on why you're asking for a proxy form? Are you asking for the form because you want to GIVE somebody else your vote, or are asking for the form because you want to ask somebody if they will give YOU their vote?

All I can say is thank God we don't live forever because our Country is just continually going down the tubes!

 

So, let's all be proactive and send an email to the entire BOD asking these same questions. Maybe if enough members ask the question, they will actually get the correct information to us. It's worth a try.

 

I seriously doubt that ANY board member knows the exact answer to the proxy question. The board continuously defers all questions to the management. That tells me the board knows nothing. As for the GM (Bill Cook) I would not count on his answers as being the deafacto answer. That question should be answered by a qualified individual to answer. Like maybe the RCSC lawyer that the board and GM turns to.

I know people like to spout by-laws and articles of incorporation, but unless they are AZ sanctioned lawyers they have no standing.

I agree we should all send emails to every current board member AND all current board candidates. It would be very interesting to see all the responses if any.

Can someone post the email addresses for ever current board member and the email addresses of all current candidates.

ODAAT - you are doing an excellent job. Keep at it.

 

Ha, Ha, Ha, Ha! The operative words in your comment is "if any"

I currently have active email questions to board members right now! What's their response? Crickets, or if your lucky you'll get a "Thank you for your comments, we'll take it under consideration"....then more crickets! It's just like writing your congressman, form letter response!

 

Can someone post the email addresses for ever current board member and the email addresses of all current candidates.

BOARD MEMBERS:

Sue Wilson, President swilson@suncityaz.org

Mike Ege, Vice-president mege@suncityaz.org

Sheila Rooney, Treasurer sroonney@suncityaz.org

Dale Lehrer, Secretary dlehrer@suncityaz.org

Darla Akins dakins@suncityaz.org

Steve Collins scollins@suncityaz.org

Rich Hoffer rhoffer@suncityaz.org

Dan Schroeder dschroeder@suncityaz.org

Gene Westemeier gwestemeier@suncityaz.org

CANDIDATES:

Kat Fimmel katforrcsc@gmail.com

Alan Lenefsky alanforrcsc@gmail.com

Karen McAdam

John Nowakowski janflg2003@msn.com

Candace Ruggerio

Frank Thorwald the only email that I had for him is from LinkedIn frankthorwald@thorwaldgroup.com

Stella Van Ness stellaforrcsc@gmail.com

GENERAL MANAGER:

Bill Cook: bcook@suncityaz.org

Jan Ek: (since she’s still hanging around!) jek@suncityaz.org

 

Thanks.

 

Sheila Rooney, Treasurer sroonney@suncityaz.org

Please fix your contact sheet. I put one too many n's in Sheila Rooney's last name.

 

Also, LENEFSKY, ALLAN, two Ls

 

Thought you might be interested; hopefully tomorrow I'll get a reply to the last email I sent.
**Jean Totten <jean.totten47@gmail.com>
Nov 9, 2021, 8:14 PM (22 hours ago)


to swilson, mege, srooney, scollins, rhoffer, gwestemeier, dschroeder, dakins, dlehrer, bcc: me


With the Annual Meeting announced for Monday, December 13th, would it be possible for you to either publish via an email blast or answer me directly with the complete steps necessary to achieve a Quorum/Proxy/Motion from Members as communicated in both the Bylaws under Article 4, Sections 3, 4, 5 and Article VIII or IX in the Articles of Incorporation?
Thank you.

**Sue Wilson
9:29 AM (9 hours ago)


to me, Michael, Sheila, Steve, Rich, Gene, Dan, Darla, Dale, Bill


Jean,
The RCSC sends out a postcard to all cardholders, we post the meeting on our marquees, place it in the Sun Views, as well as sending out the weekly email blast telling our cardholders what is going on each week. All of our bylaws can be found online so it is there for our cardholders.

Sue Wilson | President

**Jean Totten <jean.totten47@gmail.com>
11:17 AM (7 hours ago)


to Sue, Michael, Sheila, Steve, Rich, Gene, Dan, Darla, Dale, Bill, bcc: me

Thank you for such a prompt answer. However, your answer does not answer my question. I am aware of all that you listed. And I have read the bylaws over and over to no avail. When I try to compose a draft for myself using bits of the bylaws from one section and pieces from another section, it just becomes more mixed up. Perhaps I'm asking the wrong person; perhaps it is Bill Cook who can answer my question. I see that you did include him on your answer to me.

I'm wondering if all of you read the Letter to the Editor in the 11.10 edition of the Sun City Independent? (It follows) In it, another resident of Sun City eloquently states how some of us feel when you continue to communicate poorly with us instead of welcoming questions from your fellow Sun City members on how a process takes place. Merely sending a postcard informing us of the date and time does not adequately cover what one needs to be fully informed on actions that could take place at an Annual Member meeting, especially since a quorum has not been reached since 2009!! It's no wonder we aren't sure of the correct steps to be taken should we, as members with the right spelled out to us in the bylaws and article of incorporation, states that we have - to propose an amendment to the Restated Articles of Incorporation or an amendment to the Bylaws.

Please reconsider your answer.
Thank you.

** Wed, Nov 10, 2021 at 12:54 PM Bill Cook <bcook@suncityaz.org> wrote:
Ms. Totten,
Proxies can be used for quorum, which is 1,250 for the Annual Membership meeting. The proxy process can be picked up at the Corporate Office along with proxy forms. With respect to RCSC rules and regulations the Board of Directors will follow our Bylaws and Articles. With respect to meeting protocol Roberts Rules of Order will be followed. I don’t believe it’s my position to review every scenario that may develop at the Membership meeting. As a scenario develops it will be addressed per the documents previously mentioned.

Bill

Bill Cook | General Manager

**Jean Totten <jean.totten47@gmail.com>
1:09 PM (6 hours ago)


to Bill, Sue, Michael, Sheila, Steve, Rich, Gene, Dan, Darla, Dale, bcc: me


Thank you!

I still have questions, and I certainly don't expect you to answer every scenario that comes along. But, if this particular question isn't answered now - and only at the "live" Annual Meeting - what the member intended cannot even take place. One requires 10 days notice before the meeting, another requires 30 days notice.

From the corporate documents:
"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."

1. Do we, as members, have the authority to post a flyer in RCSC Facilities? And how do we do that?
2. If using the second option (and/or RCSC website), how do we go about posting on the website?
3. How do we get a proposed amendment published in the RCSC (Sun Views)? And how do we do that?
4. With respect to the proxy voting, if I want to use a proxy because I am in Alaska (at my other home, for example), how can I appear in the Corporate Office to pick it up? Can it be mailed to me?

Jean

 

There are several threads i could dump this in, but it may fit well here. I've written this before but we do have a new batch of readers so let me go down this path yet again. Ask yourself this; "what board member over the years ever ran or got elected on the basis of a campaign where their stated goal was to enhance the role of the corporation? Bring it closer to home, of the 6 candidates on the stage, which of them touted the importance of the RCSC being the end all be all? Do you honestly believe any candidate ever ran with the express purpose of sticking it to the members/community by rewriting the documents to limit their role?

The answer is pretty clear, pretty simple. None. So is it osmosis where board members are seated and suddenly become acolytes for all things corporate? Is there something in the water that makes them suddenly dismiss members as something on the bottom of their shoe they accidentally stepped in? I know, that sounds extremely harsh, but i am doing so to make the point. Everything that has happened has been done on purpose.

The last board that actually functioned as true representatives of the membership was the one prior to the gm that was leaving. We're talking about as far back as 2005. It was back in the time when the board position was one that took way more time, expertise and commitment in filling their roles. The general manager did little more than run the day to day operations. If the board had a question for the attorney, the board met with the attorney and got the answers.

In another thread, i have talked about the "culture of the community." The paradigm shift came when the gm was hired back around 2006 and everything changed. Board member roles were reduced and the new mantra became the "culture of the corporation." Board members roles were minimized as the gm provided every answer; always fitting into her plan for a better Sun City. But was it?

It doesn't take a rocket scientist to see the disconnect when questions are asked and two people cannot provide the same answer. Or when a board member is asked a question and they immediately turn to the management team for the answer. It's by design and as you watch these threads unfold, you quickly come to see how little anyone understands anything. It almost doesn't matter if you are talking about management or the board. They flop around like a mop and struggle to come up with either consistent or cohesive answers. So we are clear, i would argue it is by design.

Years back when the exiting general manager was redrafting a good portion of the by-laws, i suggested my good friend Ben Roloff be used to help clarify and streamline them. The first suggestion he made was to get rid of the redundancy of repeating all of the Where-As's in every section. They simply act as impediments to being able to understand what they actually say. The gm politely said, "no thank you." It was at that exact moment when it became clear to me the gm had a different agenda than i.

What she did do was ingrain in board member after board member the "culture of the corporation." Imagine a board member before they were elected saying this: "We don't need a long range planning committee, we have one, it's called the board." Or how about the board president who had the audacity to write an article (if he even wrote it) that appeared in multiple places with the header: " Do we even really need a membership meeting?"

Perhaps the most telling point to what has happened over the years was when the board walked out of the board meeting a month or two back. For those of you in attendance, i suspect you remember all too well when the management team started telling us we had to get out of "their building." That freaking says it all. They own it, not us. They do not exist without us. Period. In fact, we are the exact reason for their existence.

Over the past 15 years, ownership of the process has been hijacked. It's been intentional and for me, painful to watch. That is why this next year is so critical. The new GM is an unknown. Does he care about our history? Does he care about how Sun City moves forward? Will he just be more of the same, or will he bring his own style of leadership? I can tell you with absolute clarity, the more the membership is involved the better chance we have of helping shape the outcomes. The better chance we have of moving in a better direction.

I have no sense of urgency in gathering a bunch of proxies...this year. By this time next years annual membership meeting rolls around we will know better if we have turned a corner or need to do something drastic enough to shake them from their folly.