My Bylaw Amendments for the Members Meeting

I agree, Bill, and caution anyone to research and beware of the unseen consequences of having the membership vote on large projects. Talk about muddying the waters.......

 

When I was on the Bylaws review committee, I pushed to have a standing Bylaws committee included with the rest. One of the RCSC Board members at the time stated that he was against it because the committee would want to meet and do something. What was I missing?

 

When you find out this information, please let us know. Personally I don't want to risk our RCSC courses just to find out what the penalties will be. Besides, with water being in short supply in AZ, isn't that the responsible thing to do?

 

ADWR understands that there are those who would rather pay a penalty than reduce their usage of water. So the penalties I heard were that ADWR will continue to reduce your allotted amount of water.

 

Bruce, Your point is well taken. The failsafe in my amendments is that the membership is voting only once a year on recommendations with options made by an expert, vetted by the LRP, and reviewed by the Board who can propose changes. The LRP process is required to be videotaped and shared with the members. My experience is the corruption of a well-intended process can only occur in the dark. I hope this helps. John

 

Bill,
There is a silver lining to every cloud and half measures avail us nothing. My hope is that having an open and honest discussion in an open environment may begin to restore trust in the process and demonstrate that we can engage in civil discourse. That is the silver lining. I note only that the prior meeting you refer to the crowd of folks wanting change adopted a mob mentality and the Board showed a total lack of diplomacy. In this case I have reached out several times to Board members to have a dialogue about how the master plan process and these amendments could be a unifying force and actually speed up the process and increase the odds of doing what is best for Sun City. Regrettably there has been no takers. There appears to be talk of preempting the motions by board action. Unfortunate.

I would like to make clear what my amendments do and do not do. They do require RCSC to spend between 40k and 150k to hire an urban planning expert and use the expert's process to develop a master plan. We simply have to stop wasting money hiring architects when we don't have a plan for Sun City. We also need to stop pretending we have the in-house expertise to make intelligent decisions. That is why there are experts. We also need to stop trying to direct them to a preferred result. Our past practices have been unprofessional and we cannot assume our volunteer board has that expertise. When TRIARC was asked, they recommended a master plan be completed for the recreation centers of Sun City before designing features at a site. My amendments do not give the membership license to do whatever they want to. Part of the master plan provides data-based affordable options for investing in Sun City's future. There is no option to let the place run down into the ground and the plan must be supported by credible data not two-word project descriptions and "placeholder" dollar amounts.

My presentation in favor of the amendments will only explain the reasons why this might be a better approach. I cannot control the actions of others, but I hope we will maintain a civil tone throughout the discussion. If the Board does not allow the amendments to be voted on who knows what will happen. Again, I believe engaging in a dialogue even when others don't. John

 

John, felt I needed to circle back with you with my thoughts on your other motions, and respond to your specific comments regarding the Prior PIF Hold motion.

I actually like the idea of hiring outside consultants to formulae the data driven master plan under the guidance of the board,and supervision of the general manager. Will all kinds of member input along the way. I suspect in the end it will blow past the $140 K but that is not based on anything other than dealing with consultants in a past life. My concern is with the member vote on the initial plan and each year. That is an extra step that we actually elect a board to do in our stead, and will be filled with drama and delays. The two year moratorium similarly pulls authority from the board and significantly reduces their flexibility; the video taping of each of the standing committees is a good idea but will have additional manpower and technical costs so may not be feasible. Not my lane. Generally, I feel the usurping of board authority and building in drama and delays is not necessary. Yes, we have had a few missteps last year, but I sincerely feel the people on the current board have the skills and drive get us back on track.

Now, back to the Pre PIF Freeze. I just cant get past the unnecessary step to freeze and re start projects already in motion. This will be costly, send the wrong message to ADWR, adversely affect golf in an overwhelming fashion, set a standard of 3000 people that we cannot get even half of that for a board election, and set up antagonistic camps. I strongly feel this board goes out of their way to listen, gather information, respond to requests for information, and just do the right thing for the members and the corporation. Some have posited the idea of just not complying with ADWR and just have our water reduced. So the corporation just voluntarily is in non compliance with a state regularity requirement? As we said in a former life, that is dumber than a box of rocks. If you want a basis for recall, there you have it. And my marketing slogan of ‘buy in Sun City and play dried out courses’ still stands. I am sure that some people and non golfers disagree with me on this but so be it. This is a golfing community, and golf is a key staple for our current members and to attract new folks. This is not the way to do that.

So all of that said, I will reiterate my request for you to please pull this motion.

 

Harry, Your points are well taken but I am in disagreement on the foundation you present and will reply in the order presented.

1. Member vote: I agree this is a wild card but my strong belief is we need to be democratic in our process if we are ever going to regain our balance and attractiveness as a fun active 55+ community. At the risk of being wrong, I have heard your concern about you cannot trust the members to do the "right" thing from several different sources. In order for me to feel comfortable living here I need to have that trust. Not complying with the law is simply not an option - never has been and never will be.
   1. I also seriously doubt any consultant will even put a "ruinous" plan on the table to be voted for.
2. Data driven expertly developed master plan: I am glad we agree on this as I and others believe we have prematurely engaged the wrong type of consultants. We need urban planning expertise and, excuse me for saying this, we need to stop trying to direct the expert's conclusion.
3. PIF Freeze: Harry I only ask that you carefully read the language of the PIF pause as it does not apply to actions which are required to meet ADWR requirements, safety projects, capital repairs required to the continued use of a facility and specifically the Moutain View Pool. What this PIF pause does impact is spending on the Indoor Dog Training Facility, Willow BOP golf, premature spending on Lakeview, redesigning the sand traps at North Golf Course, spending on Quail Run that is not necessary to meet ADWR requirements among other pet projects.
   1. I strongly believe the PIF pause is necessary to do the master plan that should have been done years ago and will prevent millions of dollars of wasteful spending.
4. Sun City is a Golfing Community: I am not going to debate that with you. In my time on the board another board member and I looked at real data about the number of member activity hours spent on golf versus other activities and it is by far and away first when measured correctly. Intuitively, I agree with you that winter/spring golf is a major attraction for Sun City and makes our real estate more valuable than communities without these amenities. As I hope you noticed, I am not a "golf hater" and have family "bragging" rights that my uncle played in the 1951 Masters tournament won by Ben Hogan (first place prize money was $3,000).

I hope this puts some of your fears at rest and I will leave you with this: I had a discussion with a couple that recently bought a house in Sun City. He will retire this year and they both play tennis. I asked them why they bought in Sun City and without hesitation they both said this is an affordable Disneyland for the 55+ crowd.

 

Thanks for your response John and here is the good news from the flurry of activity; we are most assuredly going to reach the 500 member quorum and will in fact hold our annual membership meeting. Which way it goes from there is up for debate. I can tell you historically, those first years saw a lot of anger and disagreements between community direction...and through it all we still forged that sense of community.

I refuse to buy into the idea the generational differences are such we cannot come together for the betterment of a community the vast majority of us love. We can agree expectations, wants and needs vary, but the central concept of who and what we are as a collective body of seniors looking for their place in the sun, should not be in question. I can point to too many times where the disagreements were bigger than life, but we always survived and most often flourished.

As a society, we have appeared to lost the concept of "the greater good." As a community, we can do better. The balance of power, the belief there should be a shared responsibility in our self-governance, was how we were built. The fact we ran away from it, doesn't make it right or wrong, rather the outcomes we are now seeing live and in person scream volumes of how well it worked. You be the judge.

The rest of the morning i will be working on the Lifelong Learning club class, "Selling Sun City." It was Ben's dream/vision for this all encompassing session to share with as many people as possible how and why Sun City worked. As we put it together, the list was endless. Both the internal and external marketing were over the top. It was overkill at every level, because neither the company nor those living here would allow it to fail.

John Meeker in his interviews and memoir never stopped reminding us the value and purpose of building that sense of community. Year after year, he grew the sales totals to unbelievable levels. He freely admitted DEVCO's goal was to make money, but his underlying purpose was to shape a community that could stand on its own once they left. He believed Sun City would incorporate and become a city; it was one of the few times he misread the room.

This would have been Ben's sixth class for the LLL club, in addition to dozens of other presentations he did on Sun City. He told me the week he died, this was the one he was looking to the most. He may well have understood Sun City better than anyone, as he was continually learning and growing every chance he got. There's no question, today's class would have been far better if he were in the room with me. He's not.

My plea for all those reading this is for us all to fall down on the side of the better angels, to leave the angst at the door when we check in for the annual membership meeting. While i get accused of telling people what we should do or be, my entire work career was centered on the art of compromise. Sadly, that idea has been lost as everything these days comes down to "winning at any and all costs."

As Ben would remind us; "We're better than that."

 

I am so sad that I didn't realize that in order to attend the presentation today, I had to register with Life Long Learning in January when they had their Membership sign up period. I would have loved to see this and can only hope that someone will be video recording it for the future.

I, too, hope that we adult Owner Members of RCSC can enter the auditorium at Sundial on Tuesday evening, March 11th to celebrate - yes celebrate - the fact that we are "allowed" to hold an Owner Member Annual Membership Meeting in our "city," and that it is in place for a reason. This one meeting out of 12 will have the possibility of belonging to the Members, and like you, Bill, I do think that a quorum will be achieved this year. There is much that is needed to be said.

Good luck with your presentation today and do know that Ben is looking down with his quirky little smile and thinking to himself, "I might not be there in person, but my good friend Bill is, and I know and trust him to do a great job of presenting "Selling Sun City."

 

Thanks Jean, the session will be recorded and posted on the mu

Thanks Jean the class is being recorded and will be posted on the museum website at some point. The class has 75 registered club members. We should have a good time, if for no other reason than the sheer volume of the materials presented and on hand for those attending to view.

As far as the annual membership meeting, my fear is it will turn into a circus with far too many motions to ever get through. I've favored quality over quantity for years now, so this idea we have to wade through a half dozen or more "bylaws" motions seems counter-productive. Every motion will come with a discussion and we tend to belabor them with repetitious comments and beating the proverbial horse to death.

After nearly 22 years in Sun City and having attended as many or more of these types of meetings than most, i will predict this outcome (i hope i am wrong): After roughly two hours (most likely sooner), members will grow weary of the debate/discourse and simply leave believing Sun City's concept of self-governance to be more a shit-show than an idea that works well.

Like i said, i hope i am wrong... i don't think so though. We'll see eh?

 

Well, I will be more positive and hope that there is not endless discussion on the Motions that I am submitting since mine are simply taking existing Bylaws and cleaning them up. But, I agree, there are some people that will want to complain about that. I guess the one thing that is guaranteed....and I'm not sure enough Members know this ....but if too many Members leave and we lose the quorum of 500, the "business" portion of the meeting ends. It's right there in the existing Bylaws. (Article IV, Membership Meeting; Section 3, Membership Quorum=Once a quorum has been established for any meeting, the quorum must be maintained to conduct business.)

 

Bill, You could be right but I hope you are wrong. As one who is proposing four motions, I have a presentation I will ask to give - It will be no more than 6 slides long. If I had more time to prepare it would be shorter. I will let the cat out of the bag - The first slide simply says "Please Be Kind and Respectful - If your point has been made by someone else, please don't disrespect your fellow members and make it again." Thanks John

 

I have had many more conversations with concerned members and community leaders about the Motions I am proposing and would summarize the reactions as follows:

Member Approved Master Plan - A very strong yes from a broad segment of the members on the need for a master plan. There is concern about letting the members vote on master plan options: Good, Better and Best. If I understand the concerns correctly, they revolve around whether some members will not have the best interests of the community at heart and will focus exclusively on fee reduction. Please recognize that, as far as TOSC is concerned, this conversation is between less than 10 people so it is hard to gauge how widely shared the view is.

Two-year moratorium on changing member-initiated bylaw amendments. This one has not generated much conversation but what has been said is generally favorable

The PIF Pause has generated a great deal of conversation on this site among the 10 or so individuals involved with most of the comments not being in favor of pausing PIF spending (except for limited enumerated situations) until the master plan is in place. There are various reasons articulated but most, in my opinion, believe such a freeze would hurt their favorite activity.

Video recording and posting all LRP/FB&A/or Master Plan Meetings has not generated a great deal of conversation but those I have talked to are very much in favor of it.

Taking down the behavioral warning signs - I have not given his much publicity so there has been little comment.

Requiring the annual meeting be held in March - Same as above.

Civility - No one has argued that we should be civil but one has predicted this will turn into a shit show. I hope not.

Quorum - It appears very likely (but not certain) there will be a quorum which makes it all the more important to express your views.

Thanks - John

 

Jim Rough who drafted the bylaws was very clear that members have the right to amend the bylaws if proper procedures are followed.

Tom, from a legal standpoint I was always taught there are rules of statutory construction. One is words that are not used in a statute have no bearing on how the statute will be construed. Infringe is not used in our bylaws. The actual language is as follows:

Proposals or matters relating to the conduct of the business affairs of the Corporation, if brought before a Membership meeting, will 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.

I believe the operative words are "conduct of the business affairs" and "solely within the powers delegated to the Board". You are correct that bylaw amendments are by definition not business affairs of the corporation. Moreover, bylaw amendments are not solely within the powers delegated to the Board. I believe the clarifying change to this provision was to address the situation in which you were an advocate to change the bylaws and the Board would not allow a vote to be taken. It should be noted that I have also submitted a motion that will only be referred to the Board for study - taking down the signs that members can be arrested for bad conduct. Hope this helps you to understand the bylaws better.

 

When I was on the Bylaws Review Committee, we discussed ad nauseum what "conduct of the business affairs" meant. I suggested that we include it in the definitions at the beginning of the Bylaws document. Didn't happen.

 

Thanks John but, I understood them to mean exactly as you described it. What I worry about is their interpretation. Will they somehow bifurcate the Bylaws as to those pertaining to parliamentary procedures and those that can be considered infringing on the affairs of the corporation?

You know how those with power hate to give up any of that power.

 

Tom - Absolutely. I guess the final arbiter of anything like that is the courts. Ugh1

 

Janet, it was important, that’s why. Relevant legal terms in individual by laws were defined as required. Force Majeure.

 

It is. See Definitions.