Bylaw Committee Suggestions

As always, Bill has the insights gained from history and longevity. I argue the bylaws suffer from two potentially fatal ailments. First, like anything drafted by a committee simplicity is sacrificed in favor of compromise. Second, the board and members do not have a deep enough understanding of the legal framework within which the bylaws fit to make informed choices. In my view, the boards job is to identify the principles that should be incorporated into the bylaws based on the statute and articles of incorporation. These principles should then be converted into clear and concise language in a well-organized document by those that do have the experience and training. Perhaps the drafter of the document is outside counsel or a legal and regulatory committee. Don't know which is better.

Second, we need to only concentrate on the big stuff: roles and responsibilities, membership rights and responsibilities, committees supporting the Board, code of conduct by group, investment and insurance policy, and finance, including budgeting, oversight, fees etc. There probably are a few other areas.

Finally, please realize the bylaws are a living document that must reflect the will of the majority of members. It is likely to change occasionally to address changes in the law or culture.

 

I get what you're saying John, but the bylaws are not just about legal and financial requirements. The bylaws are the rules that the Members agree to live under.

I would say that the ARS and Articles of Incorporation dictate how the corporation is to be administered financially and legally on the highest level, but the incidentals and minutia of that can be set in the bylaws such as the types of investments, investment obligations, diversification limitations, etc. Those items can all be determined by the RCSC without infringing on the higher authority documents.

Depending on the quality, understanding, and knowledge of those on the committee is what will determine how good or bad the rewrite will be. Hopefully they will research the ARS and review the Articles of Incorporation as they work their way through the rewrite, or else the results will be exactly what you're worried about happening!

But the rest of the bylaws pertain to the Members! Their rights as a Member, the rules governing meetings, elections, committees, etc. If regular Members aren't included in the establishment of the bylaws, then the Members are simply being dictated to, which is not the intent. The only time the corporation had the exclusive right to establish and create the bylaws was when the corporation was initially established. And as you see, the Articles of Incorporation do give the Members the ability to amend, both them, and the bylaws to make those documents more compatible with the way the Members wish to be governed. Isn't that the exact reason that caused this new Ad-Hoc bylaw committee to be established?

I think we're both kinda saying the same thing but when you say, "the board and members do not have a deep enough understanding," it makes me wonder then who do you believe should be rewriting the bylaws?

Let them do it, then I'm sure they'll run it through legal council before it's presented to the board.

Just my opinion!

 

Bill, I believe there were about 26 members listed as plaintiffs, but she was worried how the Court would rule. She was worried about an adverse decision since the complaint filed was ridiculous as at least half the plaintiffs had no standing. A definition for another day. Ask John Fast, he understands standing.

 

If memory serves me Dave the initial complaint had 75 or so of them. The number matters not so much, as the damage done to "protect the community" from the potential suit that dragged on for 15 plus years. The changes made by the GM were almost always argued that they were done to save us from ARS.

In retrospect, that was a heavy price to pay. Dismantling the safeguards built into our documents that gave the members our voice, the ability to stop dumb stuff from happening was all built around the fear of what the lawsuit could do. In the end, it was much ado about nothing.

And now as we try and claw our way back and restore bylaws that work in our (the members) best interest, we see the resistance to let go.

 

The copy of the complaint I had listed about 26. I do have know some plaintiffs did withdraw from the action either by their own accord or were dismissed as a result of a court hearing as to standing. I very well could have had what is called an amended complaint. John can explain this to as he deems me unqualified.

 

I am really not interested in lawsuits and as I said the lawsuit I filed and then voluntarily dismissed against RCSC was the only one I have ever had to file. One of the lessons learned from both lawsuits, I hope, is the Board cannot do whatever the H*** they want even though they have the ability to hide behind title 10. There are moral, ethical and legal standards the community rightfully expects to be practiced by the Board. IMHO violation of these standards can lead to personal liability for board members, and, to the best of my knowledge, there is nothing in our corporate documents that relieves them of this personal liability. More importantly, IMHO it is just good business to practice open and honest dealings.

I believe there are several "potholes" in our practices that can be easily avoided if our leadership decides to do so and I offer these suggestions:

1. Anoint the bylaw group as an ad hoc committee so it falls within the authority of the board as set forth in the bylaws. The bylaws do not specifically authorize working groups with unknown members. Moreover, this working group maneuver creates the appearance of impropriety.
2. Make all PIF projects subject to a BP 16 analysis. Grandfathering pet projects also creates the appearance of impropriety.
3. Video record all Mountain View stakeholder meetings. Keeping them secret also creates the appearance of impropriety.
4. If one or more board members believes that the way to get things done is to spend big bucks without buy in from a majority of members, rethink your position,
5. Use the LRP committee to work with the membership and master plan expert to develop a well thought out plan for the future that is specific as possible and supported by rational data.

In my mercifully short time on the Board, I tried to understand our customer which I understood to be the majority of the membership. There will always be vocal minorities in the membership and on the board so discerning the will of the majority is no easy task. I turned to data to separate the wheat from the shaft. I tried to be realistic about my own ability to make informed choices on behalf of the membership given the challenges of renewal we faced. No doubt it is a tough job.

 

Gove it up John. We had a neighborhood meeting tonight. 4 widows, 1 widower, 2 singles including me. We are all using the same realtor, hopefully to get a break, to get out. The golfers can't afford to golf. Not 1 person wants a 14M PAC. But you all keep trying to please what you think the next gen wants. ignore the current gen. I just checked, there are 619 homes for sale in SC as of today not including pending/contingent. No need to say more

 

One of the obvious challenges for every board is to leave ones own agenda at the doorstep and more importantly learn to listen. I can go back through our history and the most often claimed lament was; those voices stating their opinions are usually the minority, with the argument being "what about the silent majority?"

What about them? Where are they? What do they think? What do they want? All questions that for as far back as i can remember, have been left unanswered. My long offered rebuttal to the notion that anyone who doesn't speak out or show up "is happy," has been nonsense. All we really know is they aren't in the room and they aren't opening their mouths.

Which is why i have always chided organizations and those running them to grow the circle. Increasing the number of voices heard is the best way to get the decision making process in a self-governed community right. We elected to push members away and let others decide what was best for us. Sorry, it was a wrong-headed decision made and now fighting our way back is difficult.

We've become ingrained in too few deciding what is best for too many. Letting go of that control and trusting members is proving to be challenging, for even those with the best of intentions.

I keep hoping we've turned the corner and then i watch another series of bad choices and wonder, will we ever trust the membership?

 

Janet, if you remember that Allen said when it was taken out that he would introduce it as a by law the following year. True to his word I believe he introduced this by law in either March or April and it passed. I never felt threatened by the Co Chair as I felt that by law was for the benefit of the members. She had a bone to pick over this and I’m not sure what it was. It is in the by laws now and apparently nothing adverse has happened except for a couple of not through very well petitions.

As for your service on the committee, how did you ever be chosen? Seems you were boogeying off to NE for all sorts of reasons including working on a political campaign. What were these secret meetings and what was discussed since you were eavesdropping? Be precise please.

I know you suffered a serious medical situation during that time and I cut you slack, but your attendance by Zoom was exhibit 1 on why using Zoom for everything including Board or committee members or ET phoning home.

I’m not sorry your experienced sucked and I certainly hope you are not on the current by laws committee. By the way, there was nothing wrong with the definitions.

 

Really Dave?

 

Really Dave?

 

Yes

Yes

 

As long as you are stepping in, stepping up, insulting Janet about her role last time around, how about filling us in on what’s going on this time around?

I can hardly wait for the answer to this simple question.

 

It's difficult to tell your and Daves posts apart. Both insulting and God forbid you think someone may be saying you are wrong, you both come out with guns blazing.

 

I just read an interesting meme that embraces my personal preferences and how i choose to live: "If you have to choose between being right or being nice, choose nice every time."

Exactly my mantra.

 

And Dave insulting Janet was neither right or nice.

 

Not what you did yesterday Bill. You had to prove you were right when I never said you were wrong, all the while not being nice at all. Pretending doesn't look good on you.

 

Sorry Bill, the committee has agreed in total that nothing will be revealed until the work is completed. The reason for this is to preclude rumors, disinformation and just plain nutty statements from who knows who to muddy up the waters and you know that would happen. Also it appears that threats have been made. This without knowing anything.
As a union president, did you not keep the members out of the out negotiations as they were happening. This is pretty much the same as this is sensitive stuff and you will have enough time to voice your opinion.
Simple question, did you submit a resume for the committee or are you just going to remain in the cheap seats on this work?
Regarding Janet, another simple question, did you spend every Wednesday for six months with her to know the real story or just a knee jerk reaction?

 

Wrong question to ask me David, we had members involved every step of the way. They served on the bargaining committee and sat at the bargaining table. They were integral to us ultimately passing or rejecting the employers offers. And if that wasn't enough, we created one of the more unique aspects i've seen in collective bargaining: We built a communication committee whose soul purpose was to print out what happened at the bargaining table, 100 strong the first time, 5 times that the second round three years later. One night we finished around 3:30 in the morning, went back to the office and typed up the days events and emailed to the committee. By 6:30 am the blast email had been printed out and was on break rooms in every store we had under contract. Suffice to say, the employer's were freaked out by such a transparent and effective structure.

I did not submit a resume Dave, in fact i never saw any effort from the RCSC to solicit members to even apply. I wrote contract language for a living and frankly was never the kind of exercise that i cared for. I do know others, Tom Marone for example, who would have been a remarkable addition to the committee. Of course he was dispatched because he had submitted a motion for the annual membership meeting. By the way, Tom has taken the time to read bylaws covering the past 40 years; have you?

As far as Janet goes, i know both of you and frankly i am more disposed to believe her over you and even more bluntly i've listened and read your assessments of bylaw changes and it has become perfectly clear to me you aren't in favor of members having much of a voice or say in how the community is run. The changes the GM made in the bylaws that wiped away the safeguards built into our documents were and still are bullshit. Can i be more clear on how i feel?

Finally, your turn: Your remarks "the committee has agreed in total" suggest you are on the committee? Curious, how did you get there? And why in the world are you competent enough to be a part of something so badly bludgeoned the first time around? We all know your resume includes financial, legal and of late lawyerly advice but what gives you any sense or knowledge regarding writing bylaws for the members when you have so little interest in insuring we have a voice?

 

Well, I belonged to a union during my butcher days and found the business agents were loafers. I had trouble getting my paychecks at the beginning of each summer and they could care less. They seem to never have a problem collecting dues on time, so I always said pay you next week for a few weeks running. When he why I did that I said so you could feel what’s it like to expect paid and never get it on time. We never had any problems after that.

I wanted members to have proxies, even though I was sure many didn’t know how to handle them or what they were for. I wanted specific proxies as I felt general proxies could be abused if the collector was less than honest about what was being voted on. I also pushed for members facing a disciplinary hearing to be represented by someone if they choose, cross examination of witnesses and that if it goes to appeal where the entire Board votes, I want the original hearing commission recused as they would be biased. I have been rebuffed at every turn on this with Board members saying that they didn’t want to be adverse. WTF, it is a trial with the full force of the RCSC against them and you want me to believe that they are going to be kind and gentle people. Been down too many roads on these to buy into this. Is this not giving the members a voice when they need or am I overstating this situation.

Could you be more specific about my record regarding by law changes?

Nice Tom read bylaws from 40 years ago, but I am more concerned with what the committee has to work with now.

Sorry you missed the call from Tom Foster at a Board meeting I believe in March for more members to step forward for the committee as the Board had only 5 interested and one withdrew.

Regarding Janet, I still say you did not spend six months with this lady, so where does the truth lie? So far she has not refuted anything.