The GM’s actual authority

What?? Indoor dog parks? I did read about SCBFDC wanting indoor training room, but that's all. Need to do a search on this one for clarity. Moving to a retirement community to have fun is what most people want to do. It's what they worked hard all their life for. I don't know anyone who said gee I can't wait to retire so I can work for nothing 40 hours a week and attend meetings.

 

Thank you. I have reached out to former co-workers who are journalists and PR as well.

 

Loving what you are saying! In 2022 I spent hundreds of hours pouring over the corporate documents to make suggestions for changes. There were others on the committee who were more comfortable with things staying the pretty much the same. Thus, there is still the disconnect between the Articles of Incorporation, Bylaws, and Board policies. What really concerns me is when the Board, Management and Committees don't follow their own documents. I am left wondering if they read them, forgot them or choose to ignore them. We need a commitment from everyone to become familiar with them, access them when questions arise, and go through the process to change them if needed.

 

Thank you, Jane……..please help me clarify if what I believe to be true really is true…..if I interpret the board policies correctly, it seems as though the board can pretty much change anything that they want with a simple majority vote taken behind closed doors. IF this is true, then this supports my opinion that the board is free to act without due process, accountability, transparency, in knee-jerk fashion that comes across as disrespectful to committee volunteers and the membership at large. This knee-jerk loophole causes capricious decision making, that no one can possibly keep up with…………………………..can you please help me understand if I am correct? If so, this loop hole needs to be closed as soon as possible.

 

For those of you who are actually interested in our history and how we got here, there's no better amplification from what our documents said in 1993 and what they say now regarding the general manager. You can tell me if they are/were better or worse, but clearly they are different. A lot different.

Board Policy Statement; Date Approved May, 17, 1993.
BP No. 2.
Section A. Board of Directors
3 paragraphs.

Section B. Management. 3 paragraphs (below).
1). Management is responsible for the day-to-day operations of the corporation in carrying out the policies established by the Board of Directors. As circumstances arise from time to time that indicate the need to establish policy, or change policy, management has the responsibility to recommend policy changes to the Board of Directors, but management has no authority to establish policy itself. Management has the authority to draft rules and regulations covering day-to-day operations provided that rules and regulations are compatible with the policies established by the Board of Directors.

2). The Board will establish policy and make executive decisions; Senior Management will implement them in accordance with the delegation of their authority.

3). Senior Management shall review with the Board or those Board members that the Board appoints for that purpose, all job descriptions, salaries, plus merit pay increases, at lest once annually of all management and/or administrative level positions.

Section C: Committees. 3 paragraphs.

That was it and to be clear, the bold print was my addition to what BP No.2 Management stated.

Conversely; our current job description for the General Manager can be found in Board Policy No. 32. By the way, there was no BP.No.2 in 1993. I have zero interest in retyping it here. You can read/compare it to the GM's duties above. It is unrecognizable. Click here.

I get it, the poster who continues to tell us no one wants to move here and do anything simply has never understood how and why Sun City was so successful. While we all love and tout the accomplishments of Del Webb, John Meeker, Jim Boswell and DEVCO, the simple truth is this; when they left, those living here did the heavy lifting. In fact, they started as early as 1960 when they first started building the community's organizational infrastructure.

My initial reaction to the explosion regarding the library was, this is how it is all supposed to work. When you look at how badly our documents have been bastardized by the efforts to build a top down organization (as opposed to a bottom up one where members voices mattered), you quickly come to grips that the missing link for years has been the membership.

We'll all see whether the members matter; i have always believed in the concept they do. So much so that i have written repeatedly, the libraries will be a staple in the community for years to come. What i was disappointed in was the outcry and calls for the GM and the boards heads. This would never have happened under our previous documents; under the latest version, it simply looks to me like the GM was doing what he thought he should be doing.

And to be even more clear, i would argue he should have known better. Obviously he misunderstood how members would react. I look at it as a learning experience where we all can grow from. We'll see.

 

This statement from Board Policy 32 pretty much says it all:

"As the top manager, the General Manager (“GM”) is responsible for the corporation’s entire operations.........."

Key word here is "entire".

Time for a review and change in this Board policy, IMHO!

 

One guess who wrote it?

 

FYI: The Bylaws Ad Hoc Committee didn't get into the Board policies other than to move them out of the bylaws if they had previously been a Board policy.

 

I know, they should never have been put into the bylaws in the first place. It's how we went from 16 pages of bylaws to 36 pages. The board allowed the former, former GM to write everything. EVERYTHING. She saw it as part of her job description...you know the one she wrote to give her the authority to do exactly that.

I guess the board bought into the logic none of the new buyers wanted anything to do with our governance. Which fit nicely with slogan "The Fun City."

And as long as you posted that opening line in BP No. #32, do you begin to see why the gm thought he had the right to do what he did. He was literally following the written words from our documents. It doesn't excuse his misstep, it certainly explains it.

 

BP-32

As the top manager, the General Manager (“GM”) is responsible for the corporation’s entire operations and reports directly to the Board of Directors. It is the GM’s responsibility to implement Board decisions and initiatives, as well as to maintain the smooth operation of the corporation with senior management’s assistance. Senior Management consists of Director of Finance, Director of Operations, Director of Buildings and Infrastructure, Director of Golf and Grounds, Director of Bowling and Director of Events and Entertainment. GM job performance review will be conducted annually by the President, with input from the Board of Directors.

General Manager’s key duties and responsibilities are as follows:
• Responsible for leading and directing all aspects of operations, communications and personnel of RCSC. The General Manager is given the authority to make all management decisions to meet her/his responsibilities, to include any and all expenditures, as long as such expenditures are maintained within the major categories of the approved annual budget. Major categories consist of Building and Infrastructure, Member Services, Food Service, Bowling, Golf, and General and Administrative. Transfer of budgeted funds between major categories must be approved by the Board of Directors.
• Utilize sound principals of practice and fairness for all Cardholders, homeowners and employees in accordance with RCSC policies.
• Guide and facilitate strategic planning. Provide direction to the Board to sustain financial stability and assure ongoing fiscal ability to achieve long range improvements to RCSC facilities and infrastructure while achieving the primary goal of efficiently providing services to RCSC Cardholders.
• Promote infrastructure and facility enhancements to ensure that facilities are safe and aesthetically appealing and promote programs that enhance the overall Sun City AZ experience.
• Responsible for directing high standards of customer service and operation of RCSC facilities.
• Direct management to ensure compliance with all local, state and federal laws, the Restated Articles of Incorporation, Corporate Bylaws, Board Policies, personnel policies and all other corporate rules & regulations.
• Direct management to develop and comply with personnel policy, standard operating procedures, and departmental policy and procedures.
• Direct management to provide oversight for the negotiation and control of all contracts, such as those related to construction projects, rental tenants, purchased services, facilities maintenance and purchasing agreements.
• Develop and administer, along with management, statistical indicators to evaluate ongoing services, facilities and personnel and direct new services as appropriate.
• Direct marketing for Sun City AZ and RCSC along with management
• Provide supportive guidance to facilitate the timely and responsive oversight of employee coaching, recruitment, orientation and retention.
• Direct management to assure appropriate record keeping is maintained, including but not limited to, incidents reports relative to safety, security and environmental concerns.
• Attend meetings for RCSC and serve as liaison between the Board, personnel and Cardholders.
• Manage legal matters for the corporation
• Responsible for maintaining the confidentiality of any and all Board and Corporate business where confidentiality is required.
• The General Manager is authorized to resolve RCSC Cardholder and Sun City property owner issues, including but not limited to; annual property assessments, preservation and improvement fees, transfer fees, late fees, lien fees, and interest charges.

Management consists of employees designated by title by the General Manager.

 

Thanks Tom; it kind of says it all doesn't it" Here's the 1993 version: Section B. Management. 3 paragraphs (below).
1). Management is responsible for the day-to-day operations of the corporation in carrying out the policies established by the Board of Directors. As circumstances arise from time to time that indicate the need to establish policy, or change policy, management has the responsibility to recommend policy changes to the Board of Directors, but management has no authority to establish policy itself. Management has the authority to draft rules and regulations covering day-to-day operations provided that rules and regulations are compatible with the policies established by the Board of Directors.

2). The Board will establish policy and make executive decisions; Senior Management will implement them in accordance with the delegation of their authority.

3). Senior Management shall review with the Board or those Board members that the Board appoints for that purpose, all job descriptions, salaries, plus merit pay increases, at lest once annually of all management and/or administrative level positions.

Damn scary when you consider who wrote all these changes into our documents.

 

I personally have no problems with the bylaws being 36 pages long. It's what's in the bylaws that counts and there are many rules that should be included and expanded on for clarity sake. Example: you can't just make a blanket statement that allows for Electronic/Zoom meetings without establishing the rules that govern those electronic meetings. That alone would add several lines of text, however, it's needed or else you might have Directors who never attend a board meeting in person?

 

Yes, Bill, it could explain why we have ended up in this situation with our library leases. However, I am still concerned that some Directors knew about it and others didn't. That needs some explaining. Also what "other options" were being considered. One can only guess if they don't tell us.

 

I would only argue the reference to say a zoom meeting could be in the bylaws, while the details could be included in the board policies. Your point is valid on better clarification, my preference is to keep the bylaws manageable and policies are easier to change.

 

Tom, my biggest concern is that the bylaws are not always followed by RCSC. They should be read and studied by anyone seeking election to the Board. Also anyone in a management position. When questions or problems arise, the first step should be to consult the corporate documents for guidance. Usually they will provide the answer or a process to solve the issue.

If there is a desire to change the bylaw or board policy, then go through the process to get it changed. Just don't think your opinion gives you the option to disregard written policy. I have seen this happen too often and it can lead to disaster.

 

And I would argue that with the Articles of Incorporation giving the board plenary power to amend the bylaws on their own, without approval by the membership, there's virtually no difference in the manner in which the board can amend a bylaw or a board policy. They both can be done with the majority of the entire membership, which in the case of the board, it only requires 5 votes (a majority) and not 6 (2/3rd's) votes.

 

And my biggest concern is that they don't understand Robert's Rules of Order to which they are using as their parliamentary authority.

I can't tell you how many committee meetings I've attended where nobody understands just the simple rules regarding those summaries that the secretary takes!

I have seen and heard of those who serve as secretaries threaten to quit because somebody simply changes the wording! The god's honest truth about those committee summaries are as follows:

1. “Minutes,” per se, are not taken in committees. Only notes/summaries (memorandums in the nature of minutes, RONR 50:24) record what transpired during the meeting. These notes can, for clarity and future reference may include the addition of member comments.

2. They don't necessarily have to be read at the next meeting, but they can be, and corrections can be made. Only the committee has the power to alter the notes, the chair alone does not. To the extent there is (for some reason), disagreement over a correction, that disagreement would have to be settled by vote.

3. These notes do not have to be voted on for approval.

4. These notes do not have to be signed by the secretary.

5. These notes do not have to be retained unless specified to do so within the rules of the organization.

Committees are not considered to be a form of assembly (RONR 50:1) and therefore there is a whole separate set of rules guiding committees that are different from assemblies.

The only official document coming out of a committee that requires approval by the committee is the report that will be presented to the board or parent assembly.

 

Bill, If I understand VP McAdam's prepared remarks, members of the Board had "informal" conversations on the library leases with the GM to discuss blah blah blah... Cutting through all this passive aggressive mumbo jumbo is difficult for the mere mortal particularly when there is disinformation being spread. The only logical conclusion anyone can come to is Karen and Kat discussed repurposing the libraries with Matthew and moving them to a more "central" location. Wanting to please them and, dare I surmise, with their full knowledge (they are the only Board members authorized to meet with him in a supervisory capacity) he informed the MCLD of our intentions as he was required to do. Now I can't wait to hear from you how you spin this... John

 

My own impression of the Corporate Documents is we can (and must) do better if we want to grow and thrive as a recreational community.

It appears to me that the documents create "insular authority" in the GM so long as he/she is doing what the President wants them to do. If I am correct, this feature of the corporate documents combined with a patchwork of rules created by volunteers with no formal training lets these two individuals effectively exercise full authority without adequate accountability. It also means they can choose what rules to enforce and the people who they enforce them against. Finally, if I am correct, this leads to constant tinkering with the documents based on the agenda of those in power and those people change every year. Yikes!

Three suggestions for improvement long time members have made to me are as follows:

1. Reinstitute legal and regulatory committee to advise on governance compliance and other legal affairs.
2. Have RCSC Legal Counsel report to the Board of Directors.
3. Hire or transfer employee to support and coordinate Board activities including requests for information and data analysis.

I would love to hear what others might think would be good improvements to our Board Governance.

Thanks,

John Fast

 

Thanks, Emily, but the bylaws require Directors to be available ten months a year, an impossibility for most snowbirds. I wouldn't run for the Board anyway for personal reasons. I waited 71 years for grandchildren. I now have three under the age of three who live in the Midwest. I don't want to tie myself down to a schedule of meetings and committees. Instead, I want to jump on a plane anytime they need or want me. Having said that, I have offered to be on a couple of committees - Long Range Planning and the Sun City Foundation. Unfortunately the LRP Committee meets on Tuesday mornings when I play golf and the Sun City Foundation Board didn't want me or my ideas. However, I will continue to monitor things and share my opinions. Have a good weekend!