Analysis of our Bylaws as they pertain to Membership Meetings. PLEASE READ TO THE END! Let’s first look at the Articles of Incorporation: “Article XIII The Members of the Corporation shall be provided with the opportunity to vote by proxy in: a. Amending the Articles of Incorporation b. Members amending the Bylaws of the Corporation c. The election of Directors* d. Any other matter requiring an act of the members *If the Bylaws provide for voting by mail in the election of Directors, the above-stated Proxy vote will not apply to the election of Directors.” This appears to me that Members are expected to vote! It does, after all, say we’re provided with an opportunity! Next: Let’s look at Article IV, Section 3, Paragraph 2: “Once a quorum has been established for any meeting, appropriate business may be conducted and decided by a majority vote of Members present unless otherwise required by the laws of the State of Arizona or Articles.” This clearly gives us the authority to vote on appropriate business. Now, let’s look at Article IV, Section 5: VOTING PROCEDURES AT MEMBERSHIP MEETINGS “Voting shall be by ballot of Members in good standing present at any meeting of the Members. 1. The following procedures shall apply for ballot voting: Voting shall proceed under supervision of the Election Committee. At least two (2) members of the Election Committee shall be in attendance at all times during voting and they, along with their assigns, shall issue all official ballots, and witness the casting of the ballots. 3. Ballot boxes shall remain sealed until all votes are cast. Votes shall be tabulated in the presence of at least three (3) members of the Election Committee. Any Member may be present as an observer at the tabulation of the votes. Upon completion of the tabulation of ballots, the results shall be certified by the Election Committee Chair to the Board and posted on the RCSC website (suncityaz.org) and/or in RCSC Facilities.” This too, also seems to expect that votes will be taken at the Membership Meeting! Now,...here’s the important bylaws that can be interpreted in several ways: SECTION 4: MEMBERSHIP MEETING RULES AND REGULATIONS Robert’s Rules of Order shall govern procedure at all meetings of the Corporation provided they are consistent with the laws of the State of Arizona and the Corporate Documents. A Parliamentarian may be present at the discretion of the President. Proposals or matters relating to the conduct of the business affairs of the Corporation, if brought before a Membership meeting, shall be referred to the Board for study. Such matters, being solely within the powers delegated to the Board in accordance with the laws of the State of Arizona and Corporate Documents, will be considered only as a recommendation to the Board. If the disposition of these proposals or matters is determined by the Board not to be in the best interest of the Corporation, the Board shall announce its decision and such proposal or matter shall not be considered further. The Members may, by petition signed by at least ten percent (10%) of the total Membership of the Corporation as of the first day of the preceding July, bring the proposal or matter before the Membership for a majority vote of the Members present at a duly called and noticed Annual or Special Membership meeting. You can read that as saying; if the Members wanted to rearrange or vary the manner in which the meeting or meetings business will be conducted, it can do so if it’s brought to the board before the membership meeting! This could pertain to proposals that would rearrange the items on the normal agenda or to allow a speaker from an outside organization to make a presentation or even have our own parliamentarian? What it doesn’t say, is that motions or proposals made during the Membership meeting require study by the board! And remember…the Articles of Incorporation also say: “In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail.” As they should in ALL instances’!
Nicely done FYI, it was on my list of things to do today. I knew the Articles were abundantly clear on what they said. I also knew the dribble we heard from the president last meeting regarding how the meeting was to be run all came from the crappy by-laws that are almost certainly in conflict with the Articles. And what we also know is, the Articles are the highest order of business. Therefore, when there is a conflict, the Articles are the definitive answer. Makes you wonder what kind of a rabbit they will attempt to pull out of their hat should we actually reach a quorum come Monday? No matter what happens, the genie is out of the bottle and it won't be put back any time soon. Whether we reach a quorum this year or next, push will be coming to shove and those standing in the way best understand it is time for Sun City to be returned to the residents and not the management team.
Bill, don't let my post stop you from commenting. I would very much like to hear your interpretations of the various bylaws, all of which seem to be geared towards the authorization of a Members ability and allowablity to cast a vote at a Membership meeting! They almost seem to encourage a vote?
No need FYI, you nailed it. The language you cited was exactly what i was going to post. The articles make it clear, we are entitled to vote. The by-laws and their feeble interpretation are arguing we have no rights. It is exactly why the documents need be rewritten.
Now,... we know that members of the board read this blog so lets take this one step farther to prove that the interpretation stated above is more correct than the interpretation that the board wants us to believe. Assume we have a quorum and a Member makes a motion to which the chair will respond, "The board will take it under study per Article IV, Section 4" A Member will immediately stand and ask for a "Parliamentary Inquiry" to explain that bylaw to which no "second" is required. The Chair will of course state that their interpretation is correct, that all motions must first go before the board for study to which a Member will stand and "Appeal the decision of the chair." Another Member will "second" the motion and a vote by the Members will immediately follow to determine who's interpretation is the one the Members believe is true. Are we suppose to now believe that even the result of THAT vote is required to be studied by the board? When you really look into rules for a Membership meeting, and believe what the board is telling us, it appears that the bylaws are attempting to deprive us of our own meeting, similar to the way they treat us for recall petitions, referendums, initiatives and proxy's! This is absolutely crazy! Is our annual meeting even really a meeting when you consider the bylaws don't allow the Members to decide issues at their own meeting?
So... to continue to beat a dead horse... Just what exactly are the implications of the words, "if brought before a Membership meeting"? What if the bylaws simply read as follows: "Proposals or matters relating to the conduct of the business affairs of the Corporation shall be referred to the Board for study." I guess what I'm asking is this; if the bylaws are intending to have all proposals or matters of Corporate business studied by the board, then why insert the wording "before a Membership meeting" unless it means exactly that...before a Membership meeting takes place?
FYI, what's your opinion of Rachel Tronovich's [sp?] remarks about "Such matters, being solely within the powers delegated to the Board..." that would further clarify that this Section 4 does NOT pertain to motions on bylaw changes since clearly bylaw changes are powers delegated to BOTH Members and Board.
Good question jeb! I'm simply pointing out that bylaw can be interpreted in more than one way! I don't know what the answer is but I do know which way the board would interpret it. Perhaps the real question that has to be answered is what constitutes "the business affairs of the Corporation" ? What type of "business affairs" can't we decide on our own at a Membership meeting that must be ok'd by the board? Is it just the business affairs such as hiring contractors, etc. or does it mean every god damn thing the Membership wants to do? (excuse my French)
They are all valid questions that need be answered. Sadly, we know the RCSC will interpret them so as to carve all of us out any part of the equation or discussion. Tomorrow the community will see exactly how much the membership means to them...other than of course to pay the bills. While you all lament this. celebrate what is happening tomorrow because the covers will be pulled back and there will be nowhere for them to hide.
