My Bylaw Amendments for the Members Meeting

Because we will have a Quorum and it's the Members meeting, the Board might better sit back and listen to the Members. Hopefully, they can keep an open mind. And if they don't, Members have the right to recall every one of them. I think the recent showing of Members eager to sign the petition that is circulating is evidence that 3000+ signatures can be done.

 

RCSC Corporate Bylaws
Page one

The following definitions will apply:

A. “Business Affairs of the Corporation” is defined as all matters conducted by the Corporation, excluding amendment of Bylaws, that are not in violation of its Corporate Documents or The Arizona Nonprofit Corporation Act in effect at the time the matter is conducted.

https://suncityaz.org/wpcontent/uploads/2024/12/Bylaws-F-2024_12_19.pdf

 

I think the changed language was intended to curb the board abuse of the bylaws by saying every member motion was a recommendation thereby effectively eliminating the rights of the members to make bylaw changes. I viewed it as a positive change. As far as I know none of the motions being made for the annual members meeting violate the corporate documents or the Arizona Revised Code. The meeting is being held on March 11th at the Sun Dial auditorium with registration beginning at 5:00. See you there!

 

Wait until you read the email just sent about the motions for the Membership meeting. I am going to turn off all of my fans now!

 

Read it a few minutes ago. Now ask me again why I am not enamored with Sun City. Members Don't Matter.

#MDM

 

I should get the prize for calling this one!

I wonder if we'll see locked doors and armed Maricopa police again?

 

I was washing my hair that night anyway. You should get a prize!

#MDM

 

Now what???

From RCSC this evening:

The Board had received many proposed motions submitted by members. All the motions relate to matters concerning the conduct of the business affairs of the Corporation and deserve further study and research by the Board and Management.

Therefore, pursuant to the provisions of Bylaws, Article IV, Section 4, the Board has elected to study the business and financial effects of the proposed motions.
The motions will not be voted on at the Members’ meeting pending their review by the Board. The Board will, within a reasonable time, announce its decision regarding the business and financial effects of the proposed motions for the information and consideration of the membership.

 

Sun City has turned into a goat rope event, that's what.

 

After reading the email that was sent out today, I have two questions:
1> If no voting is going to happen, what is the point of the annual meeting? and

2> If the board and management are going to operate in this manner, where are the recall petitions?

 

All the time wasted on the proxies. This is just wrong.

I am all in to help with recall petitions.

 

There's an interesting question Larry that I think can only be answered by a lawyer.

According to the Bylaws, the Membership is required to have an annual meeting. However, if the Members are prohibited to conduct any business or vote on anything, is that requirement truly fulfilled?

 

I too am disappointed in the announcement that no voting will be allowed at the Member Meeting. I scratch my head at how member motions to amend the bylaws are specifically excluded from being Business Affairs of the Corporation in the definition section of the Bylaws and somehow the board has determined that these motions, which are specifically excluded from being considered Business Affairs of the Corporation, are all related to the conduct of the business affairs of the Corporation. For those that are interested, the language the board is relying on is set forth below.

I also find it curious that the Board can dictate that a member vote will not be allowed as this is not provided for in the Bylaw section quoted as supporting their decision.

The bottom line for me is that RCSC is a membership organization in which the only members that matter are the members of the Board.

"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 will prevail. 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."

 

Seems we are right back to where it all started.

The Members lose again!

This is no different than 2021!

 

No does everyone understand why I've been trying to get you all to hire a professional from outside to take a look at what the problems are here. I've said it several times you all blow me off and here we are. Tell me how great Sun City is Bill

 

Josie all you ever do is bitch. If you’re not bitching here, you’re on Nextdoor trying to stir up shit. That’s why nobody takes you seriously.

 

Well Larry this is a fine mess everybody's in nowo. There's a guy named Steven who also suggested bringing in an outside person because obviously over the past 15 years something has not been working so you can go ahead and call me names do whatever you want the bottom line is Sun City isn't working right. But evidently that's okay with y'all so I guess it's okay with me too. I would rather quote stir up s*** " ? Then sit by complacently. Sometimes a little stirring the pot gets people involved. Have a blessed evening.

 

So bitching daily on social media accomplishes what? You must be miserable.

 

John,

As I read the paragraph, as quoted, I see that members will prevail.
“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 will prevail. 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."

It’s clearly stated within the paragraph that the Board may review for study, but the Board is not granted any other authority except to review as a recommendation. It further states that should a conflict arise, the members shall prevail.
As I interpret this statement, there may need to be a special meeting to have a member vote, one that is directed for the membership to vote for the proposed changes to the amendments. I read the Board’s only action is to review the said proposals, but may not take action. The statement “members shall prevail” in my opinion, places the decision with the membership, not the Board.
So, I see a need for the Board to immediately submit a plan for a member vote for or against any and all changes proposed to the amendments. If not at the members meeting, then shortly thereafter. The RCSC will have the responsibility to get ballots to the membership within 60 days as described in the Arizona Revised Statutes Title 10, Corporation Rules and Regulations. Since the Board has decided there shall not be voting allowed at the meeting, the board has a duty to provide copies of each motion to each voting member, plus a directive on how to vote for the proposed amendment changes. The RCSC has set this up to be a separate process outside of the members meeting by declaring no voting will take place. The due process of being able to vote as a member in good standing cannot be removed by the RCSC by declaring a vote will not occur. The corporate documents governing the membership vote state “members prevail” which means the board cannot decide to remove the voting rights of the members. I am not an attorney, but if I read other prevailing cases correctly, the courts have supported the members rights over the corporation in numerous cases.

So there can still be a membership meeting with the proposed amendments brought forth and present supporting arguments for each amendment. I would also argue that the meeting will be videotaped and presented for consideration by the board to the members for the purpose of conducting a vote of the proposed amendments brought forth.
The balloting process will be conducted and counted by the RCSC with results posted within 5 days after the closing of the 60 day period.
In short, the board does not have the authority to decide to stop a vote by and for the members. If the board decides to postpone the vote, the board then becomes responsible for the member voting to continue only in a different manner. The members prevail is the key to this decision and the proposals shall remain on the agenda for presentation to the members at the meeting.

 

Only when I see your name Lar. I thought it was funny re the post in ND about the drug bust there were 68 replies about other crimes and people becoming afraid to live here, yet you singled out mine to bitch about. Selective snark I guess. There was one funny response to my neighbor who was stabbed though. Someone said we should have a weekly public shotgun cleaning days that move around SC. You probably did not see that one even though it was right by your post. You were probably too busy looking for my name. I can take care of that for you on ND.

Oh, and BTW let me know how you feel when one of your neighbors is stabbed in one month and another assaulted in the next. Both were in The Independent.