RCSC Board of Directors Meeting Thursday, September 28, 2023 @ 9am Sundial Auditorium View the Meeting FOUR Page Agenda & NINE Page Attachments HERE Reading, processing, commenting soon! You, too?
I would write triple wow, but not sure what single or double wow are all about. Did I miss something in the budget?
Admire Director Nowakowski for taking advantage of his decision not to run for reelection. Timing is everything, right? He took hits at The Exchange for his golf opinion published in the Sun City Independent and later SunViews. By introducing these motions during the remainder of his term, the battle continues. He deserves combat pay AND our thanks. Are they THE solution? I’ve observed there are responsible community golfers willing to make some concessions, while other “children” refuse to accept things have to change! What do I know? Haven’t golfed since high school!
The golf will be controversial, but it is high time non resident passes go away. The quorum reduction to 500 is a huge move and love the clarification regarding what the members can vote on/for and defining the affairs of the corporation. The Articles of Incorporation specifically allow us (the members), to override bylaw changes.
The 500 for quorum will be interesting. Hope it does not turn into clubs rallying members to get their way on issues “near and dear” to only their wishes. Not that this hasn’t happened with board members only concerned with their favorite activity.
I would say that because recreation and Clubs is the sole purpose of the RCSC, any attempt by a Club to get something or change a rule would be considered an "affair of the corporation", which would require any motions in that regard to be returned to the board for study and up to the board on its final decision?
I will keep my eyes and ears attuned to these issues. At a recent board meeting, it was mentioned the 500 quorum will give the “membership” the mechanism to more easily challenge board decisions and to bring forth more easily it’s own agendas and motions.
The membership has according to the Articles of Incorporation the ability to override bylaws, that's it. Everything else is up to the board. Ideally the memberships voices are heard at the exchange meetings or at board sessions where they can speak only for or against motions. Individual clubs have no ability to mandate improvements, they have always been able to request them. Sadly, the last 10 years we have seen a member of management be the sole arbiter of what got done or what didn't.
Member rights clearly defined in our Our Articles of Incorporation “the Members shall prevail” INC. REV. 12/90 RESTATED ARTICLES OF INCORPORATION Article VII 4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the **Members shall prevail.** RCSC CORPORATE BYLAWS ARTICLE IV –MEMBERSHIP MEETINGS SECTION 3: MEMBERSHIP QUORUM 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. Here’s where we’ve had conflict with the board at past membership meetings. DEFINE business affairs! Shouldn’t matter because the Articles of Incorporation take precedence, they are THE governing authority. 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.
True, but not an easy task since it would require the Members to petition for a Special Meeting which requires 10% of the community to sign that petition! It would be a little easier now that signatures can be collected on RCSC property, and if the special meeting were held, the quorum requirement will only be 500. We are making progress.
The only problem with that rule is it doesn't provide finality. It doesn't prevent the Board, after the Members went thru the long petition process and established a special meeting to override the Board, from the Board to once again rescind or amend any motions or bylaws that the Members successfully made! What's needed is a bylaw establishing finality that states: “Proposals to amend, modify, revise, or revoke the Bylaws, per Article of Incorporation Article VIII, Section 4, approved by the membership are the final say on those proposals.” And maybe this is where that 3 year limitation period is really required?
Guess I’m in a fog. Known to happen some days, ha-ha! Literally, Articles of Incorporation, as I read them, gives the Membership absolute dominance over the board, in spite of their bylaw!
It does but there's no mechanism that prevents the Board to once again simply eliminate what ever it was the Members had achieved!
A member minded board member should make a motion proposing an amendment to include, “…approved by the membership are the final say on those proposals?”
I would disagree Tom. It would seem to me a board foolish enough to ignore the Articles could be sued, or more appropriately recalled. With the smaller quorum and signing petitions on RCSC property we once again begin to restore those safeguards.
I would agree with you assuming that the board was composed of "member friendly" directors but there are times when we have had self-serving directors such as Dale Lehrer and Sue Wilson who could manipulate the other members of the board. Just my opinion but I believe there needs to be some sort of finality to a member vote that prevailed, at least for a specified amount of time so the board can't just keep making changes!
