I must have missed it

Here's a major conflict:

The Bylaws say:
Article V, Section 4:
E. Vacancies occurring on the Board during the year (January 1 through December 31) may be filled by appointment by the Board. A majority vote of the Board (5) is required for said appointment. An appointment ends on December 31 of the year appointed. An appointed term does not enter in the six (6) year limit set forth in the Articles.

The Articles of Incorporation says:
Article VIII, 2nd paragraph:
Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors.

Question: Since when do the Bylaws take precedence over the Articles of Incorporation?

This Bylaw is in definite conflict with the Articles of Incorporation. The Bylaws don't get the opportunity to override the Articles of Incorporation no matter how they write the Bylaw!

 

The key distinction is appointed vs elected.

Time served as an appointed director is not counted toward the maximum six years, usually two elected three year terms allowed.

A member is limited to serving as an elected director to a total of six years.

A member in good standing can conceivably be appointed as a director to fill various elected director vacated terms multiple times. There is no limit stated. Appointed director time served is not applied to the maximum six year elected directorships allowed.

We’ll just have to wait and see how literally the bylaw is applied, or not!

 

FYI...I'm confused....The Articles refer to the Bylaws for the election rules and as part of that section the bylaws also address filling vacancies for the elected directors. So, is that really a conflict with the Articles? I'm just asking because I'm not an expert in either one, but when reading the introductory statement for that section, it seems like the Articles give way to the Bylaws for vacancies following elections. I know it's late and the Packers lost, but I'm trying to figure out what I'm missing.

 

It's my opinion that the Articles are required to say something like, "six (6) years total, on the board of Directors or as specified in the Bylaws.

"Six years total" with no caveat seems pretty definitive to me but it's just one more ambiguous rules that needs to be better defined. A bylaw can't nullify an Article of Incorporation!

And I think it's splitting hairs on "elected" or "appointed" seems to me a moot point. I would assume the board still needs to vote to elect or select the person to fill the vacancy? The Article's refer to the Bylaws for the method of electing a Director. The Articles are referring to the term limits.

Just my opinion?

 

"I'm in with the in crowd (Do-do-do)
I go where the in crowd goes (Do-do-do)
I'm in with the in crowd (Do-do-do)
And I know what the in crowd knows (Da-da-da-da)"
Of course I don't have a clue as to who's who but could not help bursting into song.

 

Sue Wilson resigned effective 12/31/2022. No reason given. Current Board is following procedure to appoint a replacement Director. No other details given; It's a personnel thing and therefore handled in Executive Session.

 

This is not a personnel issue. A board director is elected at large by the membership and a suitable replacement should be appointed by the RCSC Board, not the GM. We as members should have a suitable membership oriented replacement found, not a good old boy or girl that just reflects the failed policies of the past 15 years.

 

I was just stating the facts Tom. Article VIII, Section 6. The Board (not the GM) will replace them, and I believe this Board will NOT be bringing in someone who got us into the mess of the past few years. That was the whole point in electing these current Members. I trust this Board to do the right thing.

 

I've stayed out of this discussion pretty much letting the board work their magic. Other than stating i would hate to see a retread (including myself), they need to do the job they were elected to do, find a replacement. If i were sitting in the room, i would have recommended this: Send out a notice to the membership asking those interested to apply. I would have set some measurable criteria for consideration and then scheduled interviews with the potential candidates. It would have been time sensitive and free of any of the usual requirements of having served on the board. The interviews would have been short and concise with the quality of the candidate based on their answers. I know it would have been time consuming but would have sent the right message to the community.

It also would have established a reasonable process for the coming years and not one that looks like it is picking board members because of who they know. Just my humble opinion.

 

Every week RCSC sends out an email blast to members, so they already have all the email addresses so it really was just a matter of composing the text and mailing it out. Really no work involved other than screening candidates and conducting interviews.

 

Bill,

Your suggestion is a logical way to fill the vacancy and one the Board should consider. I think it is better to do it well rather than quickly. The other thing I would add is that they should fill the position according to the current bylaws which state a Director should be an Arizona resident, be available 10 months a year and be eligible to hold an Arizona liquor license. Good luck to the Board on this first task!

Janet Curry

 

Logic is a powerful tool and critical to ones success Janet. We all tend to overthink stuff, complicate it with minutia. When it comes to communication, the clearer the better. I had a resident approach me at the Bell Lawn Bowling greens the other day and mentioned he has followed my rantings on TOSC for years. He said he appreciated the way i write, he always knows what i am saying. Then yesterday at the meeting two members stopped me as said they enjoyed what i had said, clearly articulating my points.

I've given hundreds of speeches over the years, written ten-fold the number of articles. I learned early on, effective communication comes when you are finished there is no one saying, "what the heck did he just say/write?" If you have watched or been in attendance at many of the RCSC meetings/events, all too often members were left scratching their heads, "say what." So much was couched in double speak we were left wondering.

We/I trained to write at the 6 grade level. Not being insulting to anyone, but if i dumb it down for me, i know those listening/reading will get what i am trying to convey. Very quickly, in my prior work life, i found trying to bull shit people was a fools game. What is, is. Once we understand that, we can work to fix it, or agree to disagree.

Yesterday's meeting was good on so many levels. Still lots of room for improvement but that's to be expected. The mere fact the arrogance and apparent disdain for the members was gone was a great starting point. Now if we can engage the membership and actively recruit them to become willing participants in our success we can begin to restore that sense of community we ran away from.

 

I like to believe no one does a poor job on purpose. Respectfully, you seem to have a very unhealthy obsession and I often wonder what the goal is of the chronic criticisms. Support and understanding are much more helpful. I also learned that in the 6th grade. This page has become meaningless.

 

The goal is to return Sun City to the co-governed, transparent community that made it such a great place to live, and that involves cohesion with the Board and the community.

Not all things are worth supporting!

JMHO

 

Interesting comments L and obviously you and i will never agree what all of this has been about. Someday i'll be more than willing to have coffee and chat, you know how to reach me. My frustration has been over direction, not incompetence, though the closer one looks, the worse it gets. But again, that's missing the point of virtually everything i have written the past 7 years. Complaining, yup, but always with a purpose.

You seem to feel when a general manager is hired, they have all of the answers. I happen to believe that is folly. Their job, the way our documents were written was such they handled the day to day operations. Sun City was shaped by those living here. Yes, some played a larger role, some played none at all. The reality was it was never left to a single person and a handful of board members who rubber stamped nearly their every decision.

You know as well, maybe better than i do, how much our documents were changed to fit her direction. I could have lived with that if the board had made even the slightest attempt to hold her accountable. They didn't. I have no idea why, perhaps you can help me understand what made her invincible. We're all human, we all make mistakes. The problem for me is when you refuse to own them.

I've spent nearly my entire retirement either promoting Sun City or the past 7 preparing for this exact moment in time. We all knew the day would come when she would leave and the new GM would take her place. Would he be better? Worse? The same? A refreshing change? Or slide further into the abyss of knowing it all? It didn't take long for him to show us his direction. And now, the membership has spoken as well.

For the first time in a very long time, Sun City has a chance to restore the tenets and values we were built around. Here's the difference between us, i'm not arrogant enough to think i have all the answers. I have always argued those decisions should be made by the member/owners of this community. If they want to relinquish their rights and responsibilities to a paid employee, i will gladly go and enjoy the rest of my life. Let's give them the chance, the choice.

It's like most things in life, we do the best we can with what we have and after that, it's out of our hands.

 

Tom Marone said this: "Not all things are worth supporting!" I was typing while he wrote it and he was spot on, here's a short list of things i would never support:
1). Non-residents taking members tee times and paying half price for them.
2). Board members firing board members elected by the membership.
3). Passing increases they are too lazy to even show us they need.
4). Ignoring the rights of the membership guaranteed in the Articles of Incorporation.
5). Unwilling to allow members the right to have an open discussion on our needs.
6). Diminishing the role of clubs by ignoring their requests.
7). Treating organizations like the POSSE with disrespect.

I could beat this to death, but why bother, i suspect even Lyoness gets my point.

 

I believe many people do a poor job -- not necessarily on purpose, but rather a lack of purpose because they are influenced by some situation/individual who leads them astray and they lack the tenacity to do the right thing.

If you truly believed support/understanding are helpful, shouldn't you support those who criticize rather than criticizing them? The old proverb, most commonly know today as "one mans trash is another man's treasure", seems appropriate here. In a world that has become so partisan about almost everything, we would all do well to work to truly understand what's best for the community -- and support that. I've personally never found it prudent to follow a dictatorial leader, nor a pied piper.

Facts matter, they are key to understanding what to support, what to not. The RCSC has hidden many facts from the community. The RCSC has lied to the community by putting forth false facts. The RCSC has, through Corporate Document changes, prevented the community from uncovering the facts. That said, the RCSC has also done a good job on many fronts. I believe what's best for the community is to draw attention to both the good and the bad -- one shouldn't excuse the other. I didn't learn this in 6th grade.

 

Amen to that!