It is my opinion that the Board, perhaps on the lawyer’s advice, purposely omitted any discussion of a very relevant section of the bylaws in justifying their action to deny the members their right vote at the Members Meeting. Mr. Foster in prepared remarks stated that Article IV Section 4 requires the board to consider member proposals made at members meetings to be considered only recommendations to the board if they relate to the conduct of business affairs of the Corporation, such matters being solely within the powers delegated to the Board. (this is paraphrased). He then quoted selected sections of the Articles and Bylaws. He failed to mention that the Articles allow the Bylaws to be amended by the members and the following from the definitions section of the bylaws: “The following definitions will apply: A. “Business Affairs of the Corporation” is defined as all matters conducted by the Corporation, excluding amendment of Bylaws, that are not in violation of its Corporate Documents or The Arizona Nonprofit Corporation Act in effect at the time the matter is conducted.” This section makes clear that amending the Bylaws is NOT a business affair of the corporation as Mr. Foster claimed it was. At this point, I request that the Board reconsider its decision to not allow members to vote on the bylaw amendments (including friendly amendments that will be made during the meeting) and work with the motion makers to clarify the motions. There is still time to do the right thing! LET THE MEMBERS VOTE IF THEY PRODUCE A QUORUM!
I can understand how the introduction of a Master Plan into the bylaws infringes on the affairs of the corporation, and how the Corporation is run, however, there were other motions that simply related to parliamentary procedure. I don't know how it can be accomplished but there needs to be a better delineiation between the two or else the the Board will continue to place every suggested amendment to the bylaws as some sort of infringement on the affairs of the corporation. Does anybody have any suggestions on how thst can be accomplished?
Does the above mean the following is an incorrect statement and the opinion was not positive and/or true? So many differing statements. Difficult to keep it all straight. Several really good pieces of news from today's board meeting: First the board passed the motion to move forward immediately with finding an outside consultant to help them create a master plan. They fumbled about for a bit over the verbiage, but ultimately acted on the recommendation initially made by the Long Range Planning committee, and to proceed immediately by waving the second reading. I know members of the LRP committee were pleased as this has been bantered about for at least two years in the committee. I'm not a fan of waving second readings but the sense from the board was virtually everyone is interested in seeing this move post haste. The second piece was a part of this motion but was passed independent of the other motion. It was an excellent effort to try and get this Mountain View project moving off the dime. In essence, the motion said the creation of the master plan will in no way impede or interfere with the Mountain View remodel. As Preston Kise noted, those members living near the center have waited far too long already. On another positive note, a motion passed it's first reading incorporating social media into the internal messaging efforts. This is an important step as the general manager has been reluctant to let the staff use social media as a tool. It was clear from the board discussion they recognize the importance of adopting a more far reaching policy in their communication efforts. I was late to the meeting, but apparently the board president addressed the board's actions regarding the annual membership meeting and the submitted bylaws. I'll have to watch it like those of you not in the room. Should be up tomorrow sometime. Curious what he had to say, because tabling them all was clearly a bad look for the board. Bill, Bill, This was refreshing to hear your positive comments. John John Fast, Today at 12:09 AM
President Foster, At the board meeting today, you had this to say about the different motions that were turned in by Members for the Annual Membership Meeting: "some appear to contemplate changes to current Board Policy which is problematic because what happens in the Annual Meeting is that the Articles and Bylaws can be addressed but Board Policies are not." In 2023 at the Annual Membership Meeting on November 29th, Board Policies were allowed to be addressed AND VOTED ON BY THE MEMBERSHIP. And at the Exchange Meeting on January 13th, I specifically asked what this statement that you distributed regarding the 2025 AMM meant, this is what Director Rough said. I would like an explanation as to why Policy changes were allowed in 2023 and mentioned by Director Rough in January, but today you said the opposite. I also wondered if it would be possible to answer the following: Today, nothing was said regarding the agenda for the meeting. **Are the Members going to be allowed to speak at "their" meeting if the 500 person/proxy quorum is met? **What are they going to be allowed to speak on? (All the motions submitted have been taken off the table.) **The Board's agenda states New Business. Who is allowed to bring new business to the floor? The Members? **How long does the Board have to "study" the Motions? **Proxy votes are only good for the date on the proxy; are Members going to have to meet the 500 person quorum again in order to hear the results of the study? That means another meeting will have to be called and we don't know if the proxies already collected will be valid. **Is it going to be in the time frame when the Snow Birds are here? I do hope that before Tuesday, March 11th at 6 pm, we - the Membership - might be able to get all the facts regarding the meeting so there are no surprises. Thank you. Jean Totten, #148753
There were actually several motions that should have been put forward rather than lumping them all into one pile Tom. It would seem to me the board should take the time to review them again and separate those that are easily applied against those that can and would impact how the board conducts the affairs of the corporation. The perfect example was yours regarding the annual membership meeting moving to March (also submitted by another member). By putting it forward for a vote it could have been used to address some of the changes Jean proposed regarding collecting proxies and submissions for bylaws allowing members to see what they were actually giving their proxy votes for. Obviously this is just one example, but the lazy man approach of one size fits all was ludicrous on its face. It reeks of attorney speak, given what we have seen from the recent past.
I agree, Bill, that instead of just throwing every single motion that they received into one lump and saying, "the lawyer says......." if they (Board Coordinator, Secretary Richtmyre) had just taken the time to sort through them and follow the same rules that applied in 2023 as shown in the YouTube video from that meeting, we could have had the Membership participate in a vote on Tuesday the 11th. That's what the Annual Membership Meeting (AMM) is all about. So, what do we do about it? I have written the reporter from the Independent who wrote the story published already, have asked for a meeting between Tom Foster and Chris Nettesheim, and posted on the FB group with the too long title. (You have to be in your FB account to access the link.) What can you do?
Possibly a listing of common examples of items considered an affair of the corporation and items not considered as such. Either in the bylaws or on a bulletin available to all. In addition the BOD and motion makers ought to sit down and craft motions all concerned could move forward with at the membership meeting. Members need to be heard at the “Membership Meeting”.
I believe Article III of the Articles of Incorporation pretty much defines the nature of business and nowhere in that Article does it mention bylaws!
The right thing to do is to address any concerns the Board has with the maker of the motion. The maker can then introduce a friendly amendment to address any concerns.
