Holy Siitake Mushrooms...Bylaws Bloom.

Discussion in 'Sun City General Discussions' started by BPearson, Nov 28, 2024.

  1. BPearson

    BPearson Well-Known Member

    When Tom Marone posted the GM's duties, it sent me scurrying. For those who have read my comments for any length of time; you know i have ranted over how our documents have been gutted. It wasn't by accident, it was done to shift control from the board to the general manager. The whole point was to move away from the GM from running the day to day operations to having their hands on everything.

    Let me be clear: every rewrite of the bylaws was approved by whatever board was elected at the time of the changes. It's why i have always put the blame on the boards and not the GM. Had boards actually committed to any serious oversight, a lot of this may never have happened.

    Stay with me here. I'm going to start with the bylaws from 1993 and finish what Tom posted that is currently in play. Included are the references to the GM. You tell me if you notice a difference from the old documents to the new ones?

    Corporate Bylaws (Amended Dec 16, 1993):

    From page 8 of 19.
    Section 6. The board of directors shall have the authority to employ and/or the services of: terminate
    1). Senior Manager-Centers operations.
    2). Senior Manager-Finance and Administration
    3). Senior Manager-Human Resources and the
    4). Director-Golf Operations, hereinafter the "Senior Management." (Amended 05-26-05)

    By 2007 the new general manager had been hired, but the board kept tight reign on her. This next segment was the only reference to the general manager in the Bylaws that were down to 16 pages.

    From page 11 (amended Dec 20, 2007).
    Article 4-Board of Directors (cont.)
    Section 7: Board Authority

    The Board of Directors shall have the authority to employ the General Manager and the Executive Director; to hold and administer Corporate assets, and direct, control, manage, and supervise the business and financial affairs of the Corporation without limitation except as set forth in the Restated Articles of Incorporation.

    The Board of Directors shall have authority to establish , change and/or delete Board Policies, Cardholders and Guest Code of Conduct, and any Rules and Regulations of the Corporation as deemed necessary and within the authority as outlined in the Restated in the Articles of Incorporation and these Corporate Bylaws.

    And last and certainly not least, here's the new and improved duties of the GM. I'm not going to waste my time digging out either the page it's on or the current number of pages. I suspect when you compare the documents you'll the absurdity of what transpired.

    In fairness to our discussion, i am comparing Board Bylaws to what Tom posted in the the GM's duties in Board Policies. I also reviewed the board policies in existence before the GM was hired in 2006 and none of what you see below existed in them. And to be more clear, every action taken by the board was reviewed by the Legal Affairs Committee; which was the first committee the new GM got rid of (with board approval).

    Board Policy 32:

    Any successful candidate for General Manager must be approved by the majority of the Board of Directors. The General Manager cannot be terminated without a majority approval of the Board of Directors.

    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 in compliance with the Corporate Documents, as well as to maintain the operation of the corporation with senior management’s assistance. GM job performance review will be conducted annually by the President, with input from the Board of Directors.

    GM’s key duties and responsibilities are as follows:



    • A. The GM is charged to operate according to the published Mission, Vision, and Values statements.
    • B. Responsible for leading and directing supervising all aspects of operations, communications, and personnel of RCSC. The GM is given the authority to make all management decisions to meet their responsibilities, including 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.
    • C. Utilize sound principles of practice and fairness for all Cardholders, homeowners, and employees in accordance with RCSC policies.
    • D. Guide and facilitate strategic planning. Work with the Board to sustain financial stability. Assure ongoing fiscal ability to implement long-range plans for RCSC facilities and infrastructure. The GM’s primary goal is efficiently providing services to RCSC Cardholders.
    • E. 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.
    • F. Responsible for providing high standards of customer service and operation of RCSC facilities.
    • G. 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.
    • H. Develop and comply with personnel policy, standard operating procedures, and departmental policies and procedures.
    • I. 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.
    • J. Develop and administer, along with Senior Management, statistical indicators to evaluate ongoing services, facilities, and personnel and direct new services as appropriate.
    • K. Implement marketing for Sun City AZ and RCSC along with management.
    • L. Provide supportive guidance to facilitate the timely and responsive oversight of employee coaching, recruitment, orientation, and retention.
    • M. Assure appropriate record-keeping is maintained, including but not limited to, incident reports relative to safety, security, and environmental concerns.
    • N. Attend meetings for RCSC and serve as a liaison between the Board, personnel, and Cardholders.
    • O. Manage legal matters for the corporation.
    • P. Responsible for maintaining the confidentiality of any and all Board and Corporate business where confidentiality is required.
    • Q. The GM is authorized to resolve RCSC Cardholder and Sun City property owner issues, including but not limited to annual property assessments, preservation and improvement fees (PIF), capital improvement fee (CIF), transfer fees, late fees, lien fees, and interest charges.
    • R. The GM shall meet twice monthly with the President and Vice President to update them on any and all issues of concern to the GM, President, or Vice President.
    • S. The Board Coordinator reports to the Board President, not the GM.
    • T. The GM and the Board shall use the Performance Matrix in the operations of the RCSC.
    • U. The GM shall present a forecast session monthly to the Board prior to the Board Meeting of all expected changes planned in the next three (3) to four (4) months.
    You tell me if Board's gave away their responsibilities?
     
  2. FYI

    FYI Well-Known Member

    Seems to me that if the RCSC were to have hired a career General Manager, that long list of responsibilities in BP-32 would be self-evident to a professional. But I guess when our General Managers are positioned thru the Peter Principle this is what you get? You have to spell out everything!
     
    eyesopen likes this.
  3. BPearson

    BPearson Well-Known Member

    Rather than who, i am more concerned by the "what we have done" aspect of the duties expected of the GM. Perhaps to your point Tom, is had the board taken their oversight duties seriously, some of these oversteps and missteps would have resulted in much better outcomes. Relinquishing authority to the general manager works, but only if the relationship is one where the shortcomings are both monitored and acted on. We now know ignoring them doesn't work.

    Let me give you the classic and easiest example, though in our case there are many. We can go back as far as 2008/2009 when committees began complaining about our pathetically inadequate technology. We knew it was bad, we just didn't know how bad, because boards' never dug deep enough to see how it was crumbling from the inside out. When we finally found out at the technology session circa 2021, most of us were stunned. The GM told us point blank it was "no ones fault." Freaking duh."

    One of the pillars of the Sun City community was accountability. Up until 2007, our documents held the RCSC board of directors responsible for the outcomes. With each passing year, the general manager assumed more responsibility (by rewriting our documents) and with each passing year they allowed for less controls by removing the community safeguards.

    The outcomes got us to this exact point in time. The question for all of us is simple: Can we fix it? Can we create a community where we make sound decisions without spending ourselves to a breaking point for the members? After last week's debacle, it became all that much more difficult.
     
    Janet Curry likes this.
  4. FYI

    FYI Well-Known Member

    It's hard to take your duties seriously when, a) you don't get paid, b) for all practical purposes you can't get fired, c) you are only a single voice in a Board of 9!
    And that's the 64 thousand dollar question! It starts with electing qualified Board members who will hire qualified General Managers, who will hire qualified staff.

    I think we are just stuck in a vicious cycle where we will have good Boards with good General Managers and bad Boards with bad General Managers, and any combination thereof! And then there's the situation where at least 1/3rd of the Board changes every year each new Director bringing a new focus on a personal agenda! And they wonder why we're going in circles!

    I don't know what the answer is, but something seems not to be working as it should. Do we need some sort of a Community Oversight Committee that is not chaired and co-chaired by Board Members? A committee of strictly community members where the Members can present their concerns without fear of the influence of Board members?

    Just my opinion.
     
    eyesopen and BPearson like this.
  5. CMartinez

    CMartinez Well-Known Member

    Been a long time since I posted here. Bill has always posted salient points along with numerous opportunities for information to be garnered.

    Having read the last few posts, it is clear to me the RCSC once again needs a compass to find the best path. The community needs a board that is willing to balance the interests of the people as well as the requirements of governance. Until there is a comprehensive, strategic plan compiled for Sun City that encompasses the next 2, 5, 10 , 15 and 20 years, there should be no more debate about what center will house a theater. There should be not one more dime spent on a theater, indoor dog facility, or any other pet project until such time a comprehensive plan is established for the future of Sun City.
    This is not a new idea. Bill has suggested this very idea before. When does the board finally get the gumption and guts to finally say we need to find a strategic vision? When does the GM finally realize this community needs a strategy for now and the future? When does this community stop being held hostage by a short sighted, reactionary mindset and have a plan to make needed improvements to whatever facility or service before it becomes a hotbed issue?
    Now that I have the time and opportunity to be more focused and involved on what is happening right under my nose, I, too, will be more active on what the board is doing, become better versed in what plans are for our future and become much more vocal about the future of our community.
    Until there’s a strategy in place for the future of Sun City and what the role of the RCSC is for the future, no more spending money on theaters or other projects until the community can be allowed to get a grasp on what it is we really need for our own good.
     
    eyesopen, Josie P and BPearson like this.
  6. Josie P

    Josie P Well-Known Member

    History does repeat itself. The exact same thing was said about "throwing open the books". we knew it was bad, but no one know how bad until we saw $20 million in deferred maintenance. Personally I don't understand, I have repeatedly asked, and cannot get an answer. With so many people who claim to be so knowledgeable about the working of SC why did no one step up and "open the books" sooner? Finance Committee?

    How could anyone be stunned about our technology? Little old me has been talking about it for a year, posting SCW advanced website links for a year. Doesn't anyone get outside these walls? I had been setting up video conferencing in board meetings since I worked at Del Webb Hospital, quite a while ago.

    Actually, it's kind of funny to me because I am a "twit" that "no one cares about", yet none of the really "smart, involved" people recognized anything, and now it is what it is.
     
    Janet Curry likes this.
  7. Geoffrey de Villehardouin

    Geoffrey de Villehardouin Well-Known Member

    During my career a hopeless cause was called farting in the wind.
     
  8. Josie P

    Josie P Well-Known Member

    Classy as always.
     
  9. BPearson

    BPearson Well-Known Member

    Not sure what prompted your comment Dave; i would simply respond Sun City's history has taught us there has never been a "hopeless cause." Ultimately a decision was always made; some obviously better than others.

    Going into 2025, new board members will be seated, and will quickly be forced to make several key decisions. I liked the idea of starting a process of creating a strategic master plan for the Lakeview rec center. If done right/well, it will include the community in preparing us for the coming generations. We know from our history, literally everything DEVCO did was about marketing Sun City. I'll come back to that in a minute.

    In my opinion, the first and foremost consideration for the board should be Mountain View. The remodel is sorely needed and well past due. Whatever the "elements" were, we need to see them. Are they realistic? Or, are they what some of the board thought were important? We know the pool area and fitness changing rooms/showers/bathrooms are a high priority. After that, what? Can the auditorium be repurposed? That question should have been resolved more than a year ago. Sadly, it wasn't.

    I know my mind works differently from many, but i would put a huge priority in 2025 of marketing Sun City and it's unique way of life. We know most other areas trying to attract seniors is way more expensive to live in than we are. I know we complain about our increasing costs compared to what they used to be, but the real comparison should be between us and everywhere else. We need to amplify that.

    We know the current GM hates social media because he has told us that. We also know it is shortsighted to fail to understand its value. We know more homes are on the market, in large part due to the costs associated with owning multiple homes. We also know by the 2020 census, 17% of Sun City's 27,500 rooftops are rental properties. Which in fact explains why our membership is well down from that 40,000 figure we used to bump up against.

    Data does matter and we can/should use it as our guiding light as we build/evolve for the future. We need to do it smart, not using knee-jerk reactions based on whims or wishes of those who just want what they want. We also cannot just afford to throw money at stuff in hopes it works out in the end. They've started down that course, will they continue? Will they aggressively help sell Sun City as a destination of choice? Or will we just keep pissing in everyone's Wheaties as we play whack a mole over doing what needs to get done?

    We'll see eh?
     
  10. Josie P

    Josie P Well-Known Member

    He was referring to me, it's not always about you. Nice post tho.
     
    Last edited: Nov 30, 2024
  11. Geoffrey de Villehardouin

    Geoffrey de Villehardouin Well-Known Member

    You actually got somethingright for a change.
     
  12. Josie P

    Josie P Well-Known Member

    Happy to see you agree Bill thinks it's all about him too. This could be the start of a new friendship.
     
  13. CMartinez

    CMartinez Well-Known Member

    First and foremost, I use this site as a point of information. These personal digs at each other are childish and not helpful to those of us looking to learn of value and vision for the community.
    It’s called Talk of Sun City, not Air My Personal Grievance site.

    Having such knowledgeable and talented people reading and sharing their wisdom and insights should be seen as a tool for learning from others. The input offered is from experience and significant life lessons. When I read commentary on this site covering such topics truly relatable to Sun City and its residents, I learn from the experience and wisdom of others. That should be the beauty of this site.

    There are concerns about living in Sun City and the general decline of the overall integrity of the community that need to be addressed. While I do not agree with the scope of the general manager, it is how the community is structured. The board of directors seems to have become distracted from the role of governance of this organization and needs to be redirected to a role of leadership and involvement for this community. This board needs to be tasked with finding a long range plan that is comprehensive in scope yet does not cater to special interests or pet projects. Sun City needs a new approach to what this community needs, how it will achieve short and long term goals, and have a written, plausible solution for the betterment of meeting the goals and needs of our city.

    We are all supposed to be adults. The amount of experience in this community is tremendous. This should be the greatest place to live and thrive, not just merely exist. Why isn’t there a call for a committee to be formed that looks at the longevity of Sun City? We have great input as to where we are from, let us use that same energy to make our future look bright as well?

    Without someone at the helm to provide us with a clear vision and direction, we could continue to decline as a preferred destination for retirement. I think the amount of non ownership is having a detrimental impact on this community and needs to be addressed as well. Everyone always wants to compare Sun City West to us. What are they doing to be successful? They have moved forward with technology, expanded home owners involvement and make it a priority to have NO closed door meetings. Property values continue to rise in SCW. There is a direct correlation between how the community is governed and the overall satisfaction level of residents.

    I will say it again, until such time a strategic and comprehensive plan is put into action for Sun City, stop with spending and speculating what is going to happen. Data and information analysis is in great need for our city and the longer it takes to get to a cognizant level of efficiency in decision making, the bigger the quagmire becomes.
     
  14. OneDayAtATime

    OneDayAtATime Well-Known Member

    Thank you, Sun City Gal.
    We are all supposed to be adults.
    The amount of experience in this community is tremendous.
    This should be the greatest place to live and thrive, not just merely exist
    Why isn’t there a call for a committee to be formed that looks at the longevity of Sun City?
    We have great input as to where we are from, let us use that same energy to make our future look bright as well?

    Sent in the Email Blast Today:

    Does anyone have any idea what this is all about? Lots of meetings, No explanations.

    Jean
     
  15. Josie P

    Josie P Well-Known Member

    Comm Tech is an IT service company. Could it be this is part of the $300k set aside back in June for the upgrade to our Website.IT in general?
     
  16. FYI

    FYI Well-Known Member

    Isn't that what the Long Range Planning Committee is tasked with doing?
     
  17. BPearson

    BPearson Well-Known Member

    I would guess these are the educational classes for how to use the new website. It might make sense to let members know eh?
     
  18. Josie P

    Josie P Well-Known Member

    Why thank you. Good to have my POV validated. I have been saying this for a very long time and have been told to just move there. Wonder when they will start telling you to do that?
     
  19. OneDayAtATime

    OneDayAtATime Well-Known Member

    I just hit reply to the Blast and asked, "There are four (4) CommTech Committee Meetings on the list of meetings in your blast today.
    Would it be possible to get an explanation of what these meetings are, who is invited to them, who is running them, what their purpose is?
    Thank you.

    Let's see if I get an explanation.
     
    carptrash likes this.
  20. Josie P

    Josie P Well-Known Member

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