Lawsuit Update - Urgent Appeal filed

March 6,2025

In my good faith action to protect the RCSC member's right to vote I realized that time was of the essence. A moment's delay would bring the Board and GM one step closer to denying members the right to vote. Consequently, I filed and served on relevant parties an urgent motion to require RCSC to allow members to vote. I went to the extraordinary step of hand delivering it to the inbox of the judge who has been assigned the case. I realize that this matter is today's version of David versus Goliath, but I simply cannot sit idly by and watch the Board and GM take away the members' right to vote. I believe there are those who are seeking to "muddy the waters" but I honestly believe anyone who attends the Annual Members Meeting on March 11 at 6:00PM at the Sun Dial Auditorium (registration begins at 5:00PM) will see that this whole affair is about whether RCSC members have the right to vote or, conversely, the Board and GM can do whatever they want to do.

 

I have to ask John, the right to vote on what? Some of the motions? All of the motions? The ones that clearly are bylaws? What about the ones that affect the "affairs of the corporation?"
Thanks in advance for answering.

 

Bill,
Thank you for asking! The right to vote granted in the bylaws is limited to Bylaw Amendments which by definition are NOT affairs of the corporation (Please see definitions section of Bylaws). IMHO (not a legal opinion) the right to vote does not extend to board policies and other non-bylaw related motions. For example, if you made a motion to widen the parking spaces at Oakmont and build an overpass to Frys, I think the board may rightfully and respectfully not allow a vote on your motion and study the matter as it is not an amendment to a bylaw. As you may or may not know the affairs of the corporation includes EVRYTHING the corporation does unless it is excluded by Arizona law, The Articles or The Bylaws. The Articles and The Bylaws provide that the members can amend the bylaws and if there is a conflict between what the members amendments are and what the Board's amendments are - guess who wins? The members. It just makes common sense that the members have the final say in a membership organization. Perhaps you see it differently and I welcome your views.
I feel you may be toying with the suggestion that if a motion to amend the Bylaws somehow affects the affairs the corporation (which every motion does) the members don't have the right to discuss the motion, make friendly amendments, move to table the motion or engage in a host of other democratic processes under Roberts Rules. Under this distorted line of thought, the members would have no right to amend the bylaws and thus would have no right to vote on amendments. My response to that line of thinking is not now, not ever.

As I was looking over the rather long list of items the board posted two things became clear. This was not a coordinated effort and there could be a benefit to reaching out to the motion makers to see if there is any flexibility in their suggestions. So, in addition to drafting legal briefs and running bac and forth to court I reached out to the motion makers and am waiting to hear back. Don't you think the Board, if it were acting in good faith, should have done? Instead, it appears they took the approach of trying to create the impression that this was mass chaos. They could have been asking questions like the below:

1. Could some voluntarily be referred to the new bylaw study group?
2. Could some be consolidated?
3. Are there any that could be withdrawn?

I continue to believe in the motto there is nothing we cannot accomplish if we are willing to work together. Unfortunately, the Board and GM have not expressed any interest in dialogue. Hence the lawsuit...

Hope this helps.

 

Since proxies are mentioned in the Articles, how would those members fit in to any argument.
Josie, did your extensive legal knowledge make you think of that?

 

Thanks for the response John, the challenge, as Tom has alluded to, is regarding the "affairs of the corporation." This isn't a new argument by the way. The way a previous board dealt with it years back was to set the quorum at such a high level we didn't have an annual membership meeting for 12 years. Bad solutions were their strength, as we have witnessed for years.

The long held concerns have always centered on their ability to conduct the affairs of the corporation. The easiest way to define that would be regarding the money they collect in fees. Let me give you an example and see if this makes any sense. Here is the language from Article 3 of the Bylaws, Assessments and Fees:
Annual property assessments are assessed on two methods, as follows:

1. Per Property Basis: Each Property and its Owner(s) is assessed, regardless of the number of Owners, one annual assessment on a Per Property basis as determined by the Board. Any Property which has any change in its legal or beneficial ownership after February 1, 2003 will be assessed on a Per Property basis.
2. Per Person Basis: Each Property and its Owner(s) is assessed for each and every Owner at the rate of one-half (1/2) of the annual Per Property basis assessment as determined by the Board. Property owned prior to February 1, 2003 will continue being assessed on a Per Person basis as long as:
3. Owners consistently maintain the Property as their primary Arizona residence unless Owner’s current residency requires long term medical relocation, and the occupancy status of the Property has not changed;
4. Owners are in compliance with the Corporate Documents; and
5. original Owners as of February 1, 2003 remain as majority (50% or more) Owners or income beneficiaries of the Property.

If any purchase, acquisition, transfer, inheritance of a Property occurs after February 1, 2003, or if any Owner or beneficial interest is added to the Deed after February 1, 2003, then the assessment basis will be changed to a Per Property basis and a new Facilities Agreement will be executed by all Owners.

Clearly this is language from our bylaws, so is it your opinion that if a motion or motions were made to change to a single per person fee, effective immediately upon passage, would it be the members right to vote on it? While i have argued the board should never have moved to a per property fee, they did and now we have since 2003 the vast majority of members paying a flat rate for a single or for couples.

We've debated the merits of per person/per property, not really the point here, but the reality of that type of change could/would trigger a class action suit by home owners who purchased under conditions that were per property. The reason they grandfathered the action in 2003 was to avoid any potential legal actions and not face push back by members already living and owning here.

More to the point, do/should members have the right to vote on a motion irrespective of the potential impact to the corporation, both legally and financially? Before 2006/2007 and the disillusion of the legal affairs committee, they routinely reviewed potential document changes (back when the quorum was 100 and membership meetings were held quarterly), which provided a buffer for the board. Back then, we didn't see knee jerk reactions like we recently witnessed by declaring all motions back for study (a truly bad decision). There were deliberations allowing for legitimate concerns.

I have made no bones about my concerns with your motion regarding "members voting on the big stuff." To my knowledge, language guaranteeing that has never been a part of our documents. As i have pointed out, there have been times when board did ask members to vote and more times they didn't. I've also noted the way the PIF was written, it gave the board the latitude to spend it without a vote of the membership unless they were exceeding the $750,000 threshold of indebtedness. The only requirements were the 15 year life span with a minimum of $3000k.

It's an interesting dilemma and not one to be taken lightly. The challenge for all of us concerned for our future is obviously compounded by the idea we have sold ourselves as a cheap place to live. Large increases like we have been seeing are needed, but they also are putting a segment of our membership in a difficult financial position. We are being set up for the perfect storm, especially given the apathy from so many living here.

Long story short John: Is everything in the bylaws subject to membership motions and subsequent vote, or does the board have some duty to oversight and protecting the assets and the future of the organization?

 

This is my first post on this page Dave, so who are you referring to? John maybe? He mentioned proxies.

 

Bill,
You hit the nail on the head. “Protecting the assets of the corporation” is clearly the motive and direction behind this decision to withdraw the motions. The problem is that there was no reason to withdraw all motions from the table.
There is one motion that clearly places the board of directors in second position within the corporation. By reducing the decision making power away from the corporation, and theoretically in the hands of the members and a third party for process, it also creates a whole new corporate environment for the RCSC. It nullifies the way the corporation operates on its daily basis, such as needing to account to the membership any costs being brought forward, which then creates a stalemate in moving forward on any project. I know the wording of the amendment doesn’t say that, but remember, interpretation can be expounded on by the court if so deemed necessary. There is no way to determine the direction of a decision, but it does need to be considered as a possibility.

 

Which motion are you talking about, Carole?

 

The amendment changes proposed for Article 3, “Once voted upon the scenario chosen will form the basis for the Master Plan which shall guide PIF expenditures, facility closures and other long-term decisions.” Clearly, this changes the board’s position within the corporation and places them in second seat in regards to expenditures and improvements. My law experience within the corporate structure is limited at best, but I also know well enough to look beyond what is written in black and white, and consider possible interpretations to arise from such actions. I didn’t continue to work in the legal profession because of the dark underside of some of the dealings I witnessed. It’s also the reason I am most skeptical of any written actions taken on behalf of others when there is a potential for abuse and conflict. I feel this proposal reeks of potential abuse and why I have been involved in posting such a strong critique. John’s idea of creating a new master plan for the future of Sun City is brilliant and long overdue. I applaud his leadership and efforts in presenting this issue to the forefront. I just see the potential amendment of Article 3 as a rabbit hole in which we could become ensnared in a situation that could take years to resolve and further delay needed updating of facilities.

 

It really is a complicated web we weave, and exactly why i have been an outspoken critic of the changes that began taking place in 2006. Let me be clear, it wasn't malicious, diabolical or even deceitful. Had those decisions to become a top down driven organization worked, i would be standing here applauding their efforts. Rather than accepting my opinion of the outcome, ask yourself; how did it work out for us?

After leaving the board the end of 2014, i remained involved. I sill wanted to believe in spite of the changes, we would be just fine. I knew it was folly, but giving up wasn't an option; until 6 years ago or so. I went to a board meeting and one of the motions was stark and stunning. It read something like; management will have the sole authority to determine club space. Really?

I stepped to the mic and asked if this was a mistake, why in the world would a board of 9 elected by the membership to represent the membership turn their backs on them and give management that kind of authority? I was told point blank; "they were there to represent and protect the interests of the RCSC." It was at that exact moment i stopped believing.

I came back for a brief bit in 2018 and joined the long range planning committee. That lasted until Sept when i realized we were little more than show ponies, positioned to make it look like the board was actually interested in what we said, thought or proposed. That mindset, that the board was there for the organization rather than the membership was crushing. For the most part i stayed away until the shit hit the fan coming out of the pandemic.

The closures of everything but golf had turned the community inside out. It was obvious there would be challenges. When Karen got fired, all bets were off. The arrogance of the Mountain View 40-50 million dollar/8 year project where they waved the third reading was the final straw. The Sun City Advocates were born of necessity and were successful with 9 endorsed candidates hired over a 3 year span.

Advocacy has always been a part of Sun City governance, as have lawsuits. As far back as the early 60's, those living here have been involved and done whatever has been needed. It's why i don't get too excited by most of what is happening. The board and the membership have long viewed their roles from different directions and perspectives.

That said, there is and always has been a point where there need be a line clearly delineated of where and how much self-governance ends and the boards' responsibility to protect the assets of the corporation begins. Tragically, we've learned little from our mistakes and have refused to help provide newly elected board members the tools to succeed.

Perhaps this year's debacle will provide the impetus to educate those we ask to lead us understand how best to be able to do that.

We'll see eh?

 

So all your posts going back to 2014 regarding your love for Sun City and those who volunteered for the board were for what? All the praise about a self-governed community and how well it works? All the berating for me saying SC has changed and not for the better were for what?

 

I believe you are all debating the correct point - do the members have the right to vote on bylaw amendments and if so, are there limits? My answer is there are clearly limits and one of them is members can't vote to sell all the assets (as was suggested in an independent article) and pocket the money because that would hurt (destroy) the corporation. The other quite obvious limit is voting itself. Bill's argumentative hypothecation is just that. If the members can vote they can vote for or against anything they want or don't want. That is the American way. If the members cannot vote, then there is nothing to prevent a runaway board from spending member's money on their pet projects. Bill, I will provide you a real example of a runaway board and you can argue with it all you want. You know that the "LRP recommendation" for the PIF forecast was approved unanimously by the Board. But what you may not have realized is that the Board Chair of the LRP at the time would not allow any discussion by the committee on four projects: Quail Run Completed Redo, the new air-conditioned dog training facility, the Performing Arts Center and Mountainview. Several LRP members told me of this, and I was outraged. According to my calculations those projects represent over 65% of the total amount scheduled to be spent over the next 4 years ($35M/$54M). How can anyone say with a straight face this was forecast was recommended by the LRP when they could not even review 65% of what they were being told to approve. And now you see the shit storm this has caused! PAC in people's back yard, no one even knows what is included at Mountainview, an air-conditioned dog training facility which nonmembers use extensively and the huge expenditure at Quail run which one board member admitted does little to address the ADWR requirements. So, i ask you Bill, which is more dangerous: A nine-member board with no real checks and balances or a 38,000 membership with votes. I appreciate your answer.

 

I'll make an exception here Josie and answer your comment. I've never stopped praising the community or the concept of self-governance. I've disagreed with direction for years now and been outspokenly blunt about why i thought they were misguided. If you knew or understood our history, you would know this kind of prodding and advocacy has been going on since 1960. Long after i'm gone, it will continue as those living and loving it here will keep fighting for the things they believe in.

Those who don't will move on and out. There-in lies that difference in us. I care about what happens to Sun City in the coming years; you make it abundantly clear you don't. Perfectly fine to think and feel about the community however you want, but you got tossed off the social media sites because one of the goals was to help build a sense of community, not destroy it.

Sun City has changed and it will continue to evolve. That's how life works. My argument has always been we can't stop change, we can manage it better than we are/have been.

 

John,
Has the court heard your case or rendered a ruling? Curious minds want to know.

 

How long are you going to keep rehashing this. It was years ago. I posted something political on ND several times in 2020, and I am back on that site. I can't even remember when you banned me from Chit Chat, the 2016 election? You just keep your focus on my past Bill. The funny thing is those are the only 2 things you know about me. The rest is pure speculation.

The other issue I have is any money I have I will want to be used for my health and well being as I age. I don't want to use it for the next gen who moves here, for things I will never see or use.

BTW Dave doesn't care either.

Let me ask you this John, will you care if there is a $14 million PAC here after you are dead or would you prefer to see our existing facilities taken care of?

No, I wouldn’t care because I’m dead and I can’t do anything about it.
Geoffrey de Villehardouin, Wednesday at 5:37 PM

 

Here's my answer John: Both are dangerous, which is exactly why there needs to be a balance. Here's a better example to help make your point: In 2012 when i was elected to the board, the GM told the long range planning committee they only had control (via their recommendation) of 25% of the PIF budget. The other 75% was going to golf, i was outraged and stunned, but 6 of the board members were avid golfers and loved her agenda.

It's exactly why for the past 15 years i've been writing and speaking out about the imbalance. I still am, but i don't see how allowing members the right to vote on the "big stuff," becomes our saving grace. The potential to create an even bigger problem looms. The 33,000 members are for the most part inactive/apathetic. Allowing any small portion of them to dictate our future strikes me as shortsighted, and dangerous.

Your example, in my opinion, should be more focused on the board's inability to trust committees and give them the latitude we had back before 2006. That's easier said than done. Especially given the deterioration of the relationship as bad decision after bad decision has left a bad taste in way too many members mouths. The board lost their way as the GM made them believe they should have control.

In reading your response, it would seem to me you are saying anything and everything should be left to the membership. So, when the motion is made to drop the lot assessment to $300 or $400, let them vote? If they want the PIF to go away, make a motion and vote it off the island? If they want to return or restore the per member yearly fee, vote it up or down? The list is near endless.

I'm no attorney, so this is more in your wheelhouse; but given the training we did with management and labor trustees, any of those actions (to me) sounds like a breach of their fiduciary obligations and a violation of the oath they swear at the beginning of their term.

Just one man's opinion.

 

Thanks for your answer, Carole. So, would you be voting "yay" or "nay" on amendment changes for Article 3? To me, this would definitely fall under "the affairs of the corporation" because it would influence nearly every decision the Board would make.

 

Janet,
I support the portion of the changes to do with creating a master plan. I do not believe creating a member based voting system to make decisions about future projects is in the best interest of the community. I truly believe this change will affect the entire RCSC community and system of governance forever. What we currently have is a board of directors, elected by the members, to make decisions based upon the interests of the community. There are many times where the direction of the organization seems to be countermand to the various stakeholders in this regard. I would much rather have a system of governance that is, indeed, based upon a system of decisions that have been reviewed and evaluated by the board rather than a popular vote. I have said it before and I will reiterate it again, this type of voting can be manipulated to produce results that will affect the entire community and leave the RCSC left to pay for it. Yes, this has happened with the board in place, but it is easier to change the mandates of the past, rather than have everything be a vote. I support voting rights for all, it’s just not productive in all situations. This is why I don’t support the amendment changes as written to Article 3.

 

I would contend that that decision should not have been left up (dictated) by the Chair alone. It was the committee's fault and ignorance of the rules for allowing that restriction to be placed on the committee. That's why committees are formed, and why they vote on issues. If every decision was left up to the committee Chair then dare I ask, why have a committee in the first place? The Chairs responsibility is to preside over the meeting, and then when you consider that the Board doesn't believe the Chair or Co-Chair should vote in committee meetings, this is what you get, a cluster-f**k! So let me see if I got this right! The Chair can decide what can and cannot be discussed, but the Chair and Co-Chair can't vote on the committee members motions?

Just one more case where they are not following Robert's Rules of Order.

And an air-conditioned work area for the mechanics at the newly proposed golf maintenance building is required for safety reasons, but no A/C for much older members of the Vintage Vehicle Club! Talk about going to the dogs!

 

All of the above discussions are directly related to the breakdown and dismantling of a system that worked remarkably well for a number of years. The checks and balances created that balance and the sense of community and ownership that had been built over the years was discarded to create a top down driven structure. One where leadership made every decision for us.

We talk often of apathy, and it exists at least in part because that was where the leadership wanted to take us. I've long argued we could overcome that apathy but it would take both time and a commitment to engage members on a wholly different level. The question i would ask is this: Would giving members the right to vote on anything and everything make us better...or worse?

Even with all of the positive talk from the board of late of better communication, the results of a more open, more transparent effort on their part has taken us further from anything close to resembling a cohesively run organization. Regaining the trust of the membership is only part of the challenge, restoring the interest of those moving here is an even longer game.

Until either or better yet, both of those happen, we have an uphill struggle...which is exactly why i would fear the outcome of a vote of an angry membership, or an unconcerned one.