My Bylaw Amendments for the Members Meeting

I guess what we're all learning is that EVERYTHING, including the Bylaws are part of the "Affairs of the Corporation." So regardless what the Articles of Incorporation say about the "Members shall prevail," I now wonder how that is even possible if we can't even vote at our own meeting.

And to hold a meeting where no business can be conducted; is that really a Membership Meeting that satisfies the Bylaw mandate?

Also, I think what they are missing is that all those motions should at least be presented at the meeting, and if they receive a "second" then they can go back to the Board for "study." They may be wasting an awful amount of time studying a motion that nobody approved!

It's just a damn shame so many people worked their ass' off going out and getting proxies all for naught!

 

Two things can be true at the same time; an old adage that gets proven time and time again.

Yesterday when i opened my email and looked at the agenda for the annual membership meeting and read the motions, my first thought was "OMG, this is going to be a shit show." Later that evening, i opened my emails and saw the second one from the RCSC announcing no motions would be voted on, my first thought was: "OMG, now it's going to be an even bigger shit show."

This morning, after reading some of the comments i am wholly convinced: "This is going to be a shit show of epic proportions." Unless of course someone smarter than me finds a way to make this whole affair a positive exercise, rather than a combative one. I'm not holding my breath.

Clearly there were several motions that made sense and should still be voted on. Clearly some were what i would consider overreach as the outcome would have put all of the power and control of the community in the hands of the membership and rendered the job of the board to be little more than paper-pushers and vote tabulators. If i was on the board, i would have seen a couple of the motions as an insult to my integrity, and more importantly i would have questioned if anything would ever get done again.

We know historically this community works best when there is a true partnership between member and board. We know we have drifted afar from the members having much say. Taking back, demanding we have more than we have ever had through our documents was always going to result in waving the red flag in front of the bull. Well, kudos it worked.

I've written before and i'll write it again; there has been numerous times members have voted on important issues regarding the amenities. There's also been numerous times members had no vote on the actions being taken by the board. Clearly our documents didn't mandate a vote, boards decided to ask members what they wanted. The only thing our documents mandated was a vote if the RCSC was to incur indebtedness greater than $750,000. If there was a vote, it was because the board wanted one.

Let me give you an analogy that is both current and relevant: Last night the House of Representatives passed their version of a budget bill. Nope, not interested in debating its merits, but imagine once the house and senate reach an agreement, the final step was to have the voters decide whether it passes or not. Given the tax relief for billionaires and the cuts to medicare and medicaid, it would be dead in the water.

That's simply not how our government works and should it ever be, it would be curious to see if anything ever passed again. I know what the current language in our document says about the annual membership meeting and also know with some motions there will always be the debate whether those motions were a bridge to0 far. Tom was right, he saw it coming and rightly so.

Now we are trapped in the finger pointing and angst of those caught on both sides of the argument. When in reality, there really shouldn't be two angry sides, but a collective group of people working together for the common good. Maybe those days are gone? Maybe everyone just feels the need to win, rather than finding solutions?

Let me give you two classic examples of what i think would have been interesting motions before the board and membership:
1). What if we had a motion requiring the board to do a cost analysis on any new property they built or bought as to the impact on fees? The argument PIF funds everything is only partially true because we know once built the maintenance and energy costs will increase our annual lot assessments. Who would argue that as an addition to our bylaws?
2). My friend Jean Totten has long argued for a Welcome Wagon type structure to greet new residents. We know historically the DEVCO hostess program was wildly successful and incredibly popular with the residents. Would a motion to have such a program up and running by years end been kicked to the curb? Or, would it have been something both board and member embraced as a way to help rebuild that sense of community?

As i told someone in an email this morning, i learned long ago the value of setting one's self up to succeed, not fail. Instead of doing that; we are looking square in the eyes of this potential reality: "A shit show of epic proportions."

Hopefully i am wrong, hopefully we are better than that. We'll see eh?

 

I suspect a “shit show” beyond epic proportions should be expected. Those who do show up are going to be prepared to fight for their right to be right. Level heads will not prevail and suspect the meeting will devolve into the board members walking out and closing the meeting. Pray I am wrong.
I had high hopes for a meeting that would allow the members to be heard and valued for their actions and efforts. Not going to happen at the annual meeting. I know there’s a time limit for members to speak on the microphone during a regular board meeting. Can a member present a proposal during the allotted time, then continue to speak creating a filibuster moment to retain the floor to continue to speak? I see no rule or bylaws that state what happens if a member does not relinquish the floor. Will the member then be arrested as threatened by the posted signage? Will the speaker be considered a threat to the members present creating an opportunity for law enforcement to remove members forcibly from the meeting?
So much for building a consensus among the membership. This is a sad turn of events for sure.

 

Just got home. Breakfast bunch not going. Neighbors not going. Folks feel there is no point, and this is one of the reasons there is no member involvement. They are not valued. All that work by John and Jean for nothing.

 

Members vrs BOD! Such a lousy situation. Seems the board wants to control the membership meeting. A conflict of interest?

In watching this and other developments seems the “members” ought to hire an attorney to help deal with the actions of the board. Otherwise we evolve into a group of individuals with great ideas. Members need to somehow unite and find out if the actions of the board are legal. Otherwise we are whistling in the dark. Do we need to lobby the board to hire the members an attorney? How ironic is this?

 

Ruh Roh! you are in trouble now! I said something similar yesterday.

 

Yes, but I don’t believe you said attorney. Not a big deal though.

 

Not going to lose any sleep over it. Much like the last administration we have a 2 tier justice system here as well.

 

Bill, I cannot understand why you want to exclude members from decisions about their future. Sorry, but that is all you are saying. The motion of greatest concern was to allow members a onetime vote on an expertly developed master plan. I have to say that I am very disappointed that you do not support member involvement. John

 

Which is why i asked when this master plan would be done and when we could finally move forward on Mountain View. Questions you never answered. Which was why i wasn't in favor of moving forward until the "membership" knew/understood what you were saying. Or, how much the actual costs were and how that would play out as boards changed year after year. Or whether this master plan was legitimately something that belongs in the bylaws.

How about we do it it this way John (if this is really about membership involvement)...do a mail in ballot with all of the questions answered and spelled out along with the attached costs? You in?

 

The completion of a master plan is dependent on the firm hired and their work plan. Some say it could be completed by December others like me seem to think it could take until March. I think the Mountainview pool could be started anytime.


I am 100% in if I understand your proposal correctly; The ballot would provide the information needed to intelligently vote on the Big Stuff in the Master Plan - Now you are talking my language.

 

The Mountain View Pool is not the sum total of the MV renovation, you know that better than anyone after all those hours on the SAC. Tell the "members" that have been waiting for 15 years the remodel is the pool and everything else will be done after the master plan is completed. That's always been my point, my concern. The details surrounding your motions are slim and none. That's not intended to demean your work, but you know better than most the devil is always in the detail. I've read your remarks on the cost and i've heard figures two or three times as much. The timing is even more suspect. Nothing happens quickly here and this could be the classic case of dragging ones feet.

That aside, the motion you submitted went further than any language we have ever had in our by-laws/documents. You are a smart man and you knew full well these two motions weren't going to be greeted with any interest. Tom predicted what would happen, i never doubted it. This was always going to be the end result and now the likelihood will be for it to get ugly.

I truly hope not. In fact, i hope they come to their senses and try and calm down the membership before the 11th. As far as the mail ballot, if you really want that, fascinating discussion because then the argument about big stuff gets pretty interesting. With 45 million dollars over the next 10 years from PIF, why exclude any big ticket items from the vote? Do we really need desert landscaping at the South course for 11 million dollars? Why not let it go to dirt and just kill the water on the roughs. Let members vote on that too.

Nothing will pass and while you say not to worry about unintended consequences, it would be foolish to think that way. Every action the board takes has consequences and adding ones beyond their control only adds to the difficulty. If one thing is clear, they desperately need better communication with and between the membership.

 

Yes, the MountainView pool could be started while the data driven decisions on what to do with the rest of the site are completed. That is one approach an expert could consider. I see that it is impossible to carry on any kind of an open and honest dialogue with you. Such a dialogue would include back and forth exchange of ideas with the intent to better Sun City without personal attacks or fear mongering. Such a dialogue is not possible with one who knows all. The bottom line is the board chose to not allow a vote on any motions because they feared the unintended consequences. I ask only that you reflect on your own words and do a fearless moral inventory on them. Do your words encourage members to be engaged in the governance of their community? Thanks, I can now go back to sleep with a clear conscience.

 

Welcome to my world for many years. I made a mistake and lashed out in return. My big bad. it's not worth it. I personally know 2 people who are actually afraid, never knowing when the temper will flare. The words cause division. The unfortunate thing about TOSC is there are 6 or so people that interact, no more. You are not reaching anyone, and from looking back 10 years or so here it's the same talking points over and over. Not reaching out to the community is a mistake IMO. and only using this platform is like talking to yourself.

 

After about the 10th or so friendly amendment to a motion to develop a statement of work for some kind of expert to develop a master plan for Sun City I had to leave to take the Grand Kiddos bowling. I am confident something got passed by the Board that will probably never see the light of day. My amendments which require a member approved master plan to be developed had envisioned a Statement of Work as simple as this "Develop master plan options and costs for the Recreation Centers of Sun City which fulfill the stated Mission, Vision and Value statement." Gee -How tough is that given that just about every park and recreation department in the country has such a plan? And why would we want to give members the opportunity to input along the way and vote on the final product? You know the old saying, you can't fight city hall!

On another note, Kids are so perceptive, and my grandkids asked me why they had never seen any children in Sun City? I told them people in Sun City hate children and have hired a child catcher to scoop up any child and send them to a faraway place. They know me well enough to know when I am joking... but they weren't quite sure on this one.

 

Wow! Sounds like a new great Board Policy!

 

Sorry (and luckily) Tom but you are not permitted to make recommendations for Board Policies.

 

I agree. The business affairs of the corporation pertain to facilities management, which are the tool and services that support the functionality, safety, and sustainability of buildings, grounds, infrastructure, and real estate. These affairs of the corporation don't include the rules that govern the membership of that corporation.

Arizona Revised Statute 10-3206, Bylaws, Sections A&B says:

A. The board of directors of a corporation shall adopt initial bylaws for the corporation.

B. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Now granted, according to A, the brand new board had the power to adopt the "initial" bylaws of the corporation, but it didn't give the board that sole power over the bylaws forever.

Arizona Revised Statute 10-3721, Voting entitlement generally, paragraph A states:

Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. A member is entitled to vote only on those matters expressly provided in the articles of incorporation or bylaws.

This Statute along with the RCSC Articles of Incorporation clearly gives the Members the ability to vote, and even go one step further and allow for proxy votes!

Something has to give. They can't have it both ways. You can't give the Members the right to vote on amending the bylaws then tell them they can't vote on amending the bylaws!!!!!

Words mean things!

 

Harry, I think I now may understand a bit more about you, and if I am correct, I want to extend a huge thank you for your service to this great country. I am a SAR. My Uncle played in the 1951 Masters tournament won by Ben Hogan, so I know a thing or three about golf. Please recognize that I repeatedly requested a dialogue with the Board and was met with silence. I have tried to be as transparent as possible. At this juncture, it would seem appropriate if John Bressette who is a trained mediator could help the situation. I would be happy to have a coffee with him this weekend to see if we can finally stop trying to bully one another and sit down and have a discussion to diffuse a tense situation.

 

I am going to make a friendly amendment to my motion at the Annual Members Meeting which will eliminate the members vote and replace it with a requirement to do a nonbinding electronic survey of members to establish members reaction to the plan prior to a Board vote.