Yesterday I may have been a wee bit manic, even by my standards. I was pretty fired up after the Monday debacle and having to listen to what i would characterize as dribble. To be fair, one man's dribble may well be pure gold to someone else's ears. I wasted too much of my life yesterday to come back and continue the rant. In fact, i've grown weary of hearing myself whine. For newcomers, i suspect you think that's my strong point, moaning about stuff. The reality is, in a New York Times interview in 2010 we did at the Museum, the paper called me Sun City's loudest cheer leader. I took some ribbing over that by friends, but it was true. Everything i wrote was about promoting Sun City, putting us in the best light possible. Two years later, as i watched the community and the general manager taking us in different direction, i ran for the RCSC board. I thought i could make a difference. I was a fool. The minority position is little more than a speed bump. After leaving the end of 2014, i followed and watched in horror as everything got worse. Year after year after year, no one was ever held accountable. Literally a million dollar overrun on the solar buyout was just swept aside, no big deal eh? Then the mantra of swearing allegiance to the corporation was the next big thing. Hell, it still is to some in the majority. Here's the thing for me. This coming election we have the opportunity to fix it. To right the ship and return Sun City to its roots. There will be at least three candidates running who believe the members matter. That listening to what they say is important. I couldn't be more excited by the potential. Until the packets are turned in and the names of those running are announced, i will slow my role and just banter about the possibilities. I will use this thread to explain just how badly this is needed and why. Hang with me, this will be far more upbeat than yesterday's doom and gloom.
This is the official oath the directors make at their installation, per Marcia Johnson. There is NO loyalty to the corporation as we have all heard it said!! I asked for the origin and date of this oath. Neither Marcia or Dale knew. INSTALLATION OF NEW DIRECTORS Members of the Board of Directors, Ladies and Gentlemen and Directors-Elect. On behalf of the RCSC Board of Directors, I congratulate you on your election. By electing you, , RCSC members have placed their trust in your leadership, expertise and judgment - and gratefully acknowledge your willingness to accept the responsibility of conducting the affairs of the Recreation Centers of Sun City, Inc. for the next three years. As volunteers with no monetary compensation, you will be devoting much of your time to the benefit of your fellow members. The policies the Board adopts, and the authority you delegate to the Senior Management of the Corporation, must not only reflect keeping all RCSCproperties in superb condition, but also concern for the welfare and safety of the employees, and for the quality of life of RCSC members. During your Board tenure, you will be required to serve numerous, varying, and conflicting interests. Know from the start that you will never satisfy all those interests, despite your best efforts. Do your best and be content, knowing confidently, that you are helping us all to continue to be proud of Sun City. Directors Elect, : Do you pledge to uphold the Articles of Incorporation, the Corporation’s Bylaws and the Board Policies to the best of your ability, and to work for the benefit of our community as a whole? Candidates should answer “I do” On behalf of all of us, I wish you success in this undertaking.
As Bill has often says, "words have meaning"! But you also need to read ALL the words not just the ones that satisfies your personal opinion! So lets look! True, the Bylaws state, "The Board serves the Corporation in a fiduciary capacity calling for their undivided loyalty to the Corporation." But don't just stop there! Go look at the corporation's preeminent document, the Articles of Incorporation, and see what other "service" the Board is required to fulfill for the Corporation. Article III of the Articles of Incorporation states the general nature of the business in which the Corporation is engaged in, and before any of the 13 enumerated powers granted to the Corporation are even stated, they say: "To do anything and everything lawfully necessary in the interest of the Members of the Corporation, including, without limitation, the following:" So the way I read all that is that the Corporation must satisfy the interests of the Member's but do so in a fiduciary manner. You can't really separate the two responsibilities but for some reason some members of the Board can't comprehend what service and obligation the Board is required to provide to the Members! Someone has placed the fear of God into the words "fiduciary responsibility" and that's the only thing they see! It doesn't give me a warm and fuzzy feeling of the Boards thought process!
Agree, FYI, dual responsibility. How many times are we the members told by board members that their loyalty is to the corporation? They’ve even incorrectly interjected it into the oath! Until recently we were only cardholders to the board. Thankfully that’s changed! My point in sharing the proxy info was to magnify the misinformation from the exchange. Then the matter of loyalty to the corporation came up in discussion. A balance is needed. Optimistic for 2023!
Interesting discussion and one i was going to embrace in a separate thread. However, it fits here. The elephant in the room, at least for me, is whether we are a business or an organization. The answer is yes; both. We often recite the Articles of Incorporation to validate our points. Unlike the bylaws, they've barely changed since the beginning. There's a reason for that, it takes a membership vote following a 30 posted notice. The board can't just do it. That's exactly the reason the bylaws have become a hodgepodge of nonsense. The general manager in her zeal to move the RCSC in a different direction relied on bylaw rewrites to do just that; change both the course and the nature of how the RCSC functions. Let me be very clear, whatever board was with her during those years voted for the changes (at least the majority did). I know both Carole and I voted no on any number of occasions and were simply out voted. To help this discussion along, let me post the opening sentence in Article 1: "The name of this Corporation shall be Recreation Centers of Sun City, Inc., hereinafter referred to as “Corporation”, and its principal place of business is located in Sun City, Maricopa County, Arizona." Pretty straight forward, it says we are both a "Corporation" and where our "principal place of business" is. All of that bodes well for the direction the gm took us in. However, as Tom (FYI) posted above, contained immediately below is the exact nature and purpose of our business: To do everything and anything lawfully necessary in the interest of the Members of the Corporation, without limitation, the following." It's the piece of the puzzle they want to ignore. As he mentioned, the 14 points that follow are ways they can accomplish the goals of the "business" side of their reason for existence. The rest of the document is a blueprint on how the "Corporation" should function. If you read it closely, apparently during rewrites of bylaws the RCSC often didn't pay attention to, there are powers gifted to the membership that allow us to override the board of directors. I've said it often, because it was a brilliantly written body of work, that created a fascinating partnership between the elected officers and the membership of the "Corporation." Over all those years, the gm was the lessor partner. Virtually all of the headaches over the past 15 years came from Bylaws that were subverted to diminish the role of the members. It was a constantly eroding process where member/owners became card holders and the board was convinced loyalty to the RCSC was tantamount to serving on the board. The spiral down to the place we are in was indeed an outcome some of us saw coming. A place where the gm became majority partner. Thanks to eyeopen for posting the oath. There's literally nothing in it about loyalty to the management team. That was added to the bylaws a few years ago to help prop up board members who wanted everyone to believe they needed to buy-in and support everything that was going on. That said, as a fiduciary, you do have the obligation that all of your decisions be made for the benefit of the "Corporation," and ultimately the membership (remember, that's the reason the RCSC exists in the first place). This is a truly a teachable moment. Think about when Karen McAdam was fired in 2021. The argument was, she was a pickleball player, hence her actions to try and keep pickleball courts south of Grand Ave was a breach of her duties. They called it a "conflict of interest." Was it? Hardly, because she was fighting to keep the corporation from taking an action that she viewed detrimental to the well being of the membership and the RCSC's future. As the fastest growing sport in the country, and in that Sun City, even with the Mountain View courts, were under-served she felt losing them was bad for business. She used supporting data to prove the age restricted communities around us already had more courts per-resident than we did. Losing those 7 courts would be a hardship and impact us from a marketing standpoint. On the other hand, the board argued (weakly), they'd eventually do something about the shortfall of courts. All of which takes us full-circle to "loyalty." I can tell you from all of my training, disagreeing over direction or actions being proposed doesn't immediately become a conflict of interest. It just means you disagree. I personally find disagreement a healthy outcome of differing ideas and organizations (corporations if you will), that aren't afraid to have to work to find solutions. I'm far more concerned by corporations that just do whatever management says is right. The additional language in the bylaws was added to insure new board members bought into whatever management was spewing. As stated, board members can't make decisions they personally profit from. That doesn't mandate they agree with everything put in front of them. Unless or until we hire a general manager with the same qualities of the pope, infallibility, board members are duty bound to question, i would argue, demand any actions taken be done so with corresponding documentation and data. All of which will take us full circle regarding the RCSC acting like a "business." It's an argument with merit, and one i explore in the next post. It too will be very illustrative of just how foolish it has been to agree to everything put in front of board members over the past 15 years. Stay tuned, as we will look a bit more closely to things we heard at the Monday member/board exchange meeting and more.
A comment posted on the Sun City Advocates mirrored the presidents remarks at the close of the member/board exchange meeting. It don't feel like watching it again, but she closed with the fact they need to run the RCSC like a business, or something akin to that. Having run a local union for years, i often argued the same thing. We needed to make sound business decisions. For example, when we built a union hall, we didn't take out a mortgage, we paid cash for it. We could never make up the lost revenue if we financed it; the difference from borrowed money versus what we were paid from it sitting in the bank was staggering. There were always decisions to be made. The new phone system was expensive but it allowed us remote access so we could always get back to our members was one consideration. Having a wedding hall meant way more work, but it was an awesome amenity for our members. We were always willing to invest in things members either liked or wanted. Many other locals rented cars for their reps, we didn't. It was an expensive proposition and paying mileage to the reps was far cheaper. Every choice was made by our executive board and ultimately approved by the members. We hid nothing and members loved the transparency. When i first went to the RCSC board, even filled with golfers, their standard operating procedure was to lease fleet golf cars. I looked at that and asked, "why would we do that?" Leases can make sense in a for profit business where the tax write-off has a value. It made no sense for us. We had the cash in hand, so why would we even consider leasing. Duh, that quickly changed. Doing things smart, good business decisions makes sense. Which is why i had to chuckle at the end when she slipped in it. This was the same meeting we heard the story of the Vintage Car Club's building having pissed a 160K away because of a mistake in the door size. I have no idea if it's true, though i have heard that story numerous times. It was simply shoddy planning. Worse yet, we heard an RCSC employee arbitrarily took out the air conditioning and put in a swamp cooler. Swamp coolers work fine in the low humidity months, worthless during the summer. Now they need to put it in...good business decision? You be the judge. We also heard the request from two clubs to get an enclosure around compressors sitting outside their club rooms in the dust and dirt. Apparently they're covered, but not enclosed. For those who don't know, those clubs buy that equipment and the minute they do, they become the property of the RCSC. Seems to me the logical solid business decision would be to enclose them and ensure they last as long as possible. If i had to guess (and that's all i can do because apparently they no longer have a book available for board members to look at), these clubs have most likely been requesting this for years. BTW, we (board members) used to be able to go see year to year requests by clubs. Throw in the most obvious "business failures" is where we are technologically. Let me be blunt; nowhere. A minimum of 10 years behind the times. Even on Monday we heard about problems due to it. First, the dog park had been pressing for security at Duffeeland. Cameras are the most obvious, no such luck. Issues forced them to do "fobs." Small disks attached to your rec card to allow you to get in. That only deals with getting in. No opportunity to see what is going on. Cameras and lighting are the best known deterrent. Second was the softball building. Everything is being held up due to electrical issues, or so they say. Throw in the nonsense we've heard about when they open new buildings they would install all new safety measures. Stop down to the Grand Center and see how that's working. Or, how about we go back to the million dollar payoff on the solar system. While i was on the board we approved 4.5 million dollar buy-out, 2 years later it was a 5.5 Million (or more). Again, those figures aren't posted anywhere, so who knows for sure? Seriously Dale, i'm all in for doing things well, making solid choices...especially when it positively impacts the members. Where i take exception, no let me restate that, where i become livid is when those solid business decisions benefit non-members. You know, like the 400K we spent on new golf cars so those buying full play non-resident passes could be guaranteed a golf car ahead of our members by the way. I could do this all day long, but why bother? Looking forward, we need to make good choices. We need to learn to listen to the members and more importantly respond to their needs. This election will afford us the opportunity to do just that.
