Helping Members Understand...

You know that inner calm you feel when you know it will work out just fine. That is what I am feeling. In the legal process we have to serve people with papers. Since I am representing myself, I have staff of me, myself and I. So, I "serve" the court documents on the RCSC lawyer and the RCSC. The service of process usually starts with me stopping down to drop off papers to the corporate office. I hand them to "Deb" and we chat about something or another; yesterday it was what we do if we won the lottery. When I serve Jim (the RCSC lawyer) I usually shake his hand and ask if I can have one or two of the little Mr. Goodbars he keeps in his lobby. Because he is representing and paid by RCSC neither he or I make any small talk, but we are very friendly towards one another and genuinely respect one another.
I am truly disappointed to hear members will not attend their own meeting because the Board won't let any business be conducted. That is just wrong on so many levels. Admittedly, my well-founded lack of trust in the Board is reinforced by their rash decision to "pull" the motions. Admittedly, I have had some very good suggestions on friendly amendments others would make to my motions, and I would certainly entertain them.
The last time the board took away the members right to vote happened when Sue Wilson was President and Bill Pearson was the motion maker/activist yelling into a microphone. The bylaws were changed to allow members to vote on bylaw amendments. What a difference a day makes, eh?

I continue to plead with the Board to just let the members have their meeting under normal ho hum circumstances. If someone starts yelling into the microphone like last time, the members will let that person know they have had enough. I doubt that will happen this time because the motion makers are much more levelheaded.

There is a very simple solution to all this nonsense. Let the members vote on whatever the final amendments turn out to be and then form an independent committee of legal beagle members to determine the legal effect of the motions that passed is and issue a public report. They should also make recommendations on a few changes that would clarify the bylaws. I am sure all these fears of "ghosts in the closest" are completely unfounded. While I know several of the folks posting on here are torn about whether to attend the meeting, I ask that you consider being an involved and engaged member. This is your community too.

 

John,
The principal reason, at this juncture, to avoid the meeting is due to the possible tone the meeting could take. I firmly believe if the motions are still withheld and no postponement of the date has occurred, the meeting could become a shouting match. Because of the possibility of the meeting becoming caustic, I would be most reluctant to attend. While some might find this type of drama entertaining and perhaps exciting, it is not my cup of tea, per se. I don’t even watch drama shows on television, why would I want to witness it in person?
So unless there are some changes in the current situation, I find it difficult to want to be at the meeting and have a hopeful view of the outcome.

 

Your memory is failing badly John. It's too bad the video was lost. There were in fact 5 motions submitted by members and all were presented in a manner that was respectful and clear to understand. Mine was the motion to reduce the quorum to 500. I was ardent as to why, given it took twelve years between meetings, but telling people i was yelling into the mic was simply not true.

I guess if it helps make your case, spin away. The fact of the matter is this, members need to go to the annual membership meeting. It's how self-governance works. We have clear and undeniable proof that staying away and letting the board and management do whatever they want has failed us badly.

I'm never quite sure why you want to demonize me as often as you do, but whatever works John. Hopefully members show up. That was how Sun City was built and why it was so successful. It will be why we remain a great option for years and generations to come.

 

“Admittedly, I have had somevery good suggestions on friendly amendments others would make to my motions, and I would certainly entertain them”

John, are you willing to make some changes to the verbiage of the proposed amendment changes? I do not know what changes were proposed, but are you open to changing the wording prior to the meeting? Just wanted to know if this was something that could happen.
Thank you

 

I asked a specific question in another thread John and your comments led me to believe the members should be allowed to vote on anything and everything contained in the bylaws. One of the often stated arguments regarding a board member/trustee's obligation of any non profit organization can be found here: "Trustees of nonprofit organizations have a fiduciary duty to act in the organization's best interests, ensuring its mission is upheld, finances are managed responsibly, and operations are compliant with laws and regulations."

That's just the Google search AI short version with a far more detailed list posted below:
1. Fiduciary Duties:

• Duty of Care:
  Trustees must exercise reasonable care and diligence in managing the organization's affairs, including reviewing financial statements, monitoring programs, and ensuring compliance with laws and regulations.

2. Strategic Planning and Governance:

• Mission and Vision:
  Trustees help define and maintain the organization's mission, vision, and values, ensuring they guide all activities.

3. Financial Oversight:

• Budget Approval:
  Trustees approve the organization's budget and monitor its financial performance.

4. Program Oversight:

• Program Evaluation:
  Trustees monitor and evaluate the organization's programs and services to ensure they are effective and meet the needs of the community.

5. Legal and Ethical Compliance:

• Legal Compliance:
  Trustees ensure the organization operates in compliance with all applicable laws and regulations.

6. Board Member Recruitment and Development:

• Board Recruitment:
  Trustees play a role in recruiting and selecting new board members, ensuring the board has the necessary skills and expertise.
• Board Development:
  They provide training and development opportunities for board members to enhance their skills and knowledge.
  

• Duty of Loyalty:
  Trustees must act in the organization's best interests, avoiding conflicts of interest and prioritizing the organization's mission over personal gain.

• Duty of Obedience:
  Trustees must ensure the organization operates in accordance with its governing documents, policies, and laws.

• Strategic Direction:
  They develop and approve the organization's strategic plan, setting long-term goals and objectives.

• Policy Development:
  Trustees establish and review policies and procedures to ensure effective and ethical operations.

• Performance Evaluation:
  They regularly evaluate the organization's performance against its goals and make necessary adjustments.

• Resource Management:
  They ensure the organization has sufficient resources to carry out its mission and programs.

• Fundraising:
  They play a role in fundraising efforts, supporting the organization's ability to secure funding.

• Financial Reporting:
  They ensure the organization maintains accurate financial records and reports.

• Program Development:
  They may be involved in developing new programs and services to address emerging needs.

• Advocacy:
  They may advocate for the organization's mission and programs at the local, state, or national level.

• Conflict of Interest:
  They must avoid conflicts of interest and ensure that all decisions are made in the organization's best interest.

• Accountability:
  They are accountable to the organization's stakeholders, including donors, beneficiaries, and the public.

6. Board Member Recruitment and Development:

• Board Recruitment:
  Trustees play a role in recruiting and selecting new board members, ensuring the board has the necessary skills and expertise.
• Board Development:
  They provide training and development opportunities for board members to enhance their skills and knowledge.
  

Clearly a lengthy list and board members once elected have obligations beyond the organization's documents. With that in mind, should a member propose a motion regarding the annual lot assessment be reduced to $400 or $500 per year, are they obligated to allow a vote on the question, or knowing the motion, if passed, could cause irreparable harm, refer it back for study?

 

I wonder how the members would feel about this statement? Are you saying they are not responsible people? If anything would ensure member involvement it would be having a say in what goes on in THEIR community, the community their money goes to. I don't think having an ice cream social will draw folks in the an actual feeling of being a part of their community.

 

Well, that would clearly, in my mind, be an "affair of the corporation" because is could jeorpordize the solvency of the corporation.

 

Bill,
As I read the list of requisite requirements for the trustees to have in order to be functional within a nonprofit organization, it made me realize how much the need is to include a training program for Sun City. SCW has the TORCH program and it’s very successful within that community. The leadership of SCW have all attended and completed the program, making them a success and helping the community stay focused on building and maintaining what it is they have as well as growing their organization when needed. I don’t know exactly what it would take to subscribe to such a program and bring it to Sun City, but it’s desperately needed. Having an informed electorate would be such a huge benefit for the community. As with any training program, it needs to be maintained so it stays relevant and germane to the community.
The adage of you don’t know what you don’t know is ever so clearly evident in light of recent events. The days of relying on the GM to be a guiding light are over, making it even more clear how woefully inadequate our board is equipped to be the leaders needed to guide and lead the community. The time has come, in my opinion, to bring together a team of dedicated professionals to develop a program to educate the directors and ensure the quality of the program is maintained. to educate and support the directors and the community.
Perhaps having an educated and knowledgeable board of directors would have helped the RCSC maintain open communication versus the current blackout of information from the board. 3 days to go before the annual meeting and the silence is deafening. No communication with the members as to what the agenda will be or what version of the motions are going to be discussed is a matter of urgency at this juncture. This board has a duty to the membership to be communicating in a manner which informs and provides information as to what moves they intend to make. Complete lack of information sharing by the board is an affront to the members and could lead to a complete recall of the board. The board’s decisions will have a significant impact on the community for both the long run as well as the near future. What a complete shame against the board for taking the current stance against the membership.

 

Bill,
I see that you did a Google Search for the responsibilities of a Board Member. I just did a search of our Articles of Incorporation and our Bylaws and this is what I have found specifically referenced as a duty of a Board member. Nothing like what you have found! There is a definite need for a Bylaw review!
Articles of Incorporation
Article VIII
1. The affairs of the Corporation shall be conducted by a Board of Directors and such Officers as the Board may elect or appoint.
3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation.
4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members.
6. The Board of Directors shall have power to fill vacancies occurring on the Board or in any Office.
Article IX
Removal of any elected or appointed Director may be done in either of the following ways:
A. By a vote of two-thirds (2/3) of the members of the Board of Directors after a member of the Board is absent from three (3) or more consecutive regular meetings of the Board or who, in the opinion of such two-thirds (2/3) of the Board members, is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director.
Bylaws:
Article III
SECTION 2: PRESERVATION AND IMPROVEMENT FEE (PIF)
The PIF as determined by the Board, must be imposed on the purchase, acquisition, transfer, inheritance, gift or any change in ownership of legal or beneficial interest in the title to a Property:
SECTION 3: CAPITAL IMPROVEMENT FEE (CIF)
The CIF as determined by the Board,
ARTICLE V – BOARD OF DIRECTORS

1. The Board will have the authority and responsibility to employ the General Manager; to hold and administer assets, and direct, control, manage, and supervise the business and financial affairs of the Corporation without limitation except as set forth in the Corporate Documents.
2. The Board does have authority to establish, amend, and/or delete any and/or all individual parts of these Bylaws, Board Policies, committees and any rules and regulations of the Corporation as deemed necessary and within the authority as outlined in the Corporate Documents.
3. The Board’s fiduciary duty requires Directors to act in the best interests and for the benefit of the Corporation. This duty requires Directors to avoid conflicts of interest and acting out of self-interest; and to act as reasonable people in conducting the affairs of the Corporation.
4. Except for Directors who are also Officers and who are required by the Corporate Documents to perform certain operational functions in their official capacities, the Board’s duty and responsibility is to establish policy and to ensure the implementation of that policy by Senior Management.
5. It is the role of the Board to establish objectives and approve budgets for the Corporation. The Board can delegate the implementation of Board decisions to the General Manager. The Board can direct and empower the General Manager to take action on behalf of the Corporation.

SECTION 3: PRESIDENT The President will call, preside and conduct all meetings of the Corporation by a formal order of business. The President will have general supervision and direction of the affairs of the Corporation in accordance with the Corporate Documents. The President will have authority to administer all matters not otherwise expressly delegated and may call special meetings of the Membership and/or Board. After approval by the Board, the President may execute bonds, investments, debts, and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof may be expressly delegated by the Board to some other Officer or Agent of the Corporation.SECTION 4: VICE-PRESIDENT The Vice-President will perform such duties as assigned by the President and, in the absence or incapacity of the President, will perform the duties of the President.
SECTION 5: SECRETARY
The Secretary will adhere to the duties of the Secretary as outlined in Robert’s Rules of Order and will ensure that the records of the Corporation are maintained and in order.
SECTION 6: TREASURER
The Treasurer will ensure that financial records and cash/investment handling procedures are audited after the close of each fiscal year by a Certified Public Accountant, as selected by the Board. The Treasurer will make certain that annual income tax returns and other required filings have been filed as required. The Treasurer will require safeguards to protect assets. Any indebtedness issued in the name of the Corporation will be signed by the Treasurer or other Board Officer after such indebtedness is approved by a majority vote of the Board (5).

 

It's not the board's fault there isn't an adequate training program for them. It's not the board's fault they don't know what they don't know. For years now we've watched the evolution away from an organization grounded and founded for and by the membership, to become one situated for the perfect storm to hit them time and time again.

When i posted the list of the board duties/expectations, it took my breath away. OMG, how far removed are we from that kind of a structure/organization? Take a look again, take the time to read it and tell me, yup, that's how our boards' have operated. Not even close. Admittedly, that's an AI created document so we are taking about the perfect model of governance.

Virtually no one operates at that high level of competence. And so we are clear, Sun City West does a better job than us, but they're not perfect either. Over their lengthy term of running TORCH the community is filled with members far more knowledgeable than ours. Pushing nearly 100 members through each year gives them a flood of better qualified people to join clubs and organizations in key roles and with basic training and knowledge.

Which is the mistake so often made by critics and skeptics as they rail about the coming generational shifts and the impact of a wholly different society. "It will never work, we'll never reach them all" is the constant refrain. There's always this failed sense that if we can't reach every body, what's the point? Our reality is, we don't need to get them all, in fact, not even close. We need to grow the circle of those knowing and caring by smaller percentages than most people would expect.

Imagine if just our nine board members were steeped in the knowledge of the list of duties posted, before they were ever elected. Imagine if that group included graduates who served as club officers and on committees. Imagine if the dozen free-standing Sun City organizations had the luxury of board candidates who had a working knowledge of expectations.

Sadly, we're not there, not even close. This next week will be pivotal for our community. I have no idea what will happen; for better or worse. I do know this, historically we've faced far worse times and come out the other side better for it. We will again this time, the only question is how painful will that growth/change be?

 

The LRP committee has seemed to successfully convince the Board to institute a Master Plan, so perhaps their next push should be a push for a TORCH program here in our community?

We definitely need either a TORCH program or a Board Training program to get our governance back on track.

I believe our Directors are elected based more on popularity than ability.

 

Since there was such a small out turn for the last election, I think most Members were either well informed about the candidates or voted from a negative emotion.

Perhaps a TORCH program would also help new Members get more involved. A study, done many years ago, found that the reason more people didn't volunteer was because they weren't asked.

 

Bill & Carol,

First, I welcome your suggestions for friendly amendments to my motions to amend the bylaws. Second, I completely understand that positive organizational change is very difficult. It is kind of like breaking old bad habits. At first it seems impossible and with each step it seems more and more possible. IMHO there are already some positive changes in process with respect to our Charlotte's web of a website. But this positive change is painful because members find things appearing on and then disappearing from the website. Have patience and do your best to help out by submitting electronic comment cards when you see something "out of whack".
The positive change I am seeking is to restore the member's voice in the big stuff through their ability to vote. If we get past this first step (allowing voting at the March 11 member's meeting) there will be details to work out that are best left to the ad hoc Bylaw committee being formed by the Board. This is the second time the organization has formed such a committee, and the first time did not go so well. Let's hope this time is different.
As far as the meetings this week are concerned, I will do my part to maintain a calm unemotional demeanor and not respond to anyone that becomes argumentative. Why stir the pot, eh?

I am hopeful we turn a corner with the meetings this week with everyone pitching in to make Sun City the community we want it to be. Kind of like the old adage about being the person your dog thinks you are.

 

Just curious but, I often wonder exactly what is it that Members want to see in the Bylaws, and will they ever satisfy everybody?

We know you can't please all of the people all of time but just was is it that seems to be needed that would make them more acceptable?

 

A cursory investigation into programs offered by learning institutions provided a glimpse of an offering called “Community Leadership Program”. It’s authored through Purdue University and seems to be scalable to meet the needs of all who may want to participate.

COMMUNITY LEADERSHIP PROGRAM
Confident, skilled and knowledgeable leaders are needed to inspire, lead and foster dynamic and viable organizations and communities in Indiana. Purdue Extension’s Community Leadership Program is a locally hosted leadership development course for adults who want to make a difference in their communities. Through this series of interactive modules, participants develop their own leadership capacity and learn about the people, organizations and institutions that make up their communities and how they can engage in serving their communities more deeply.
This is the description of the training program offered. It references Indiana, but could be created to provide skills for people living here in Sun City. With modifications to names of places and locations, it could be scaled to meet the needs of this community.
It’s the weekend, so getting information about any additional details is not available. Yet, I do see this as a viable option for review and implementation here. I would also believe something from a well respected university would be written in a professional manner and available to be delivered in the way adult learning would be provided.
More information on a way to enhance our community and its leadership.

https://extension.purdue.edu/cdext/...-engagement/community-leadership-program.html

 

John,
It would seem to me that having a by-law committee should be a standing committee versus an ad-hoc committee. The need for review, reform and maintenance of the bylaws should be an ongoing process, in my opinion. Society is constantly changing so the needs of the community may change as well. Staying abreast of regulatory reform as well as societal changes should be a priority for the RCSC. These are living documents that should be kept relevant.
I will offer my thoughts on the changes I would propose to make to your filed amendment changes. I am not going to go through a line by line edit, rather a suggested direction change. It’s merely a suggestion and one that is my opinion.
I agree with you on the master plan and its adoption. I wholly do not support voting for project completion or implementation. This process, as written, redirects the decision making process away from the board and into the hands of a constituency that, right now, could care less. I also see the potential for abuse, creating additional issues with PIF funding and where the money goes. Right now, I can go to the meetings and present my case as to why a $1.5 million dollar project is not needed. If a project is voted into being by a voting bloc, there it will be, a testament to the fact that the membership was played. And being stuck with a costly boondoggle like a performing arts center. Yes, I stated this was my opinion.
I have not been active in the affairs of the board since being a director. That was clearly by choice, withholding my opinion as to why. I have reservations about being an active, vocal speaker on what I see and feel is happening now in the community. When I was a board member, there were 2 occasions where someone came to my home to talk to me about my decisions and direction things were going in. I remember that a board member was shot and killed in Ventana Lakes over the dissenting opinions of the board’s direction. So, this tempers my desire to activism. The world is a crazy place and there are people living in it that may be too involved in a particular issue that may want retribution. This was evidenced by my home visitors. So, I can speak to the needs of the community very passionately, I am just not sure at what cost. So, I stayed away, and would need to really give a significant amount of thought about rejoining the fray of RCSC politics. Thank you for your time.

 

Carole,

Your points are well taken, and several people have expressed similar concerns and provided language to address those concerns. If allowed by the Board these concerns would have a very high likelihood of being addressed but as of now, that is in the lawyer's hands. I have offered multiple times to discuss ways of resolving this, but it is my understanding RCSC will not authorize any discussion of the matter. Hopefully, having had the weekend to consider the benefits that might flow from a discussion that might change. I hope so.

John

 

John,
You sued the RCSC, I don’t think they are in a position to negotiate or any kind of discussions. That’s how I see it and what I would do.

 

Dave,

I could not disagree more and if everyone who has a dispute doesn't discuss the issues beforehand courts would literally be overwhelmed trying to sort out what should have been sorted out by the litigants beforehand. You could be right...

John

 

I agree, Carole, that the bylaws should be a standing committee. Federal and state laws could be voted in which could change our bylaws. If they are reviewed regularly, it won't be so overwhelming.