Where do we go from here?

I was going more for the angle of conflict of interest within the RCSC. How can the corporation collect monies from a company that is being paid for by the members, only to decide the members don’t matter? How can a decision be made that excludes the very people paying for those services? How can this be anything but a direct conflict of interest between the board and the attorney, since we, the members, pay for these services? Yet repeatedly, those who are paying are denied access to the same information and direction afforded the board? How can the same person getting paid for representation consistently deny fair representation of the members paying for the service? I feel the members are being denied representation within the definition of the Corporate documents. And the denial of the fair representation is from someone the members are paying for.

 

I think Dave's observations are completely correct and I have experienced them during hostile wall street takeover attempts. The corporations outside counsel represents the corporation, and its appointed decision makers as set forth in the articles of incorporation and bylaws. They do not represent shareholders who may be hostile or friendly. However, there is always a duty to do what is best for the "corporation" (i.e., fiduciary duty). In the legal world that I was involved in, that meant paying millions of dollars for a fairness opinion from an investment bank and doing millions of dollars of due diligence. None of that appears to apply here even though there is over $40M being spent and members do not have a clue about the data supporting the decision. Plus, close to 40% of the members (snowbirds) are not eligible to make decisions (i.e., be board members). If that does not sit well with you, you are not alone. The board bullying has got to stop!

 

Tom, your question was poorly worded and as usual you trash me for answering the intent of your question without knowing what you really wanted answered.

The outside counsel always reviews the bylaws and in relation the ARS. Sometimes you just don’t like the answer.

 

Simple question, if the Members pay for the RCSC's Board's legal council, then why can't the Members have the same access? Better yet, do we pay a retainer fee for the lawyer or does the RCSC pay them only when they require an answer or service?

Either case I think the Board uses the excuse that they checked with legal council more often than actually asking for advise. It might be cheaper that way?

When the answers from the lawyer are similar to those that we got at the 2021 Membership Meeting (i.e. The Bylaws supersede the Articles of Incorporation) then perhaps I don't want to ask them anything?

 

I think technically the board has delegated getting legal advice to management. IMHO members have no meaningful rights other than using the facilities and voting for directors.

 

I think you're right John, and as I have said in the past, we need to see what the revised bylaws look like, which scares me because I know there currently are conflicts going on between Directors and Members of a committee. I'm sure those Directors will bring the impetus of those conflicts back to the bylaw committee which will only add more restrictions on the Membership.

Sad!

 

Then I want the bylaws to reflect members rights restored to have input as to how Management is selected and have a system of checks and balances as to the power of the management team in relationship to the interaction of the members as well as a review capabilities of the mamangement team. Also redefine the scope of the board as to duties to the memebers being a primary focus, not just the facilities.

This is a nonprofit corporation defined under Title 10, which states in the ARS that there is a duty to the members of a corporation, not only to the corporation itself. The coporate dcouments state the same.

 

Carole, I agree with you. Sadly, I do not hold out much hope for improvement. With all due respect to the "secret group" tasked with revising the bylaws again, I don't think there is the experience or understanding in this group to investigate alternatives and make well-reasoned choices that the members will understand. I hope I am wrong. John