Bylaw Committee Suggestions

You didn't like the proxies, you don't like the idea of board members or anyone attending meetings via technology, you felt the 500 member threshold for a quorum was too low and if memory serves me, you didn't like the idea of signing petitions on RCSC property.

Actually, Tom Marone has taken the bylaws and the history surrounding them to draft what is an easily read set of bylaws that members and board could easily follow, which is exactly the purpose of bylaws. Unfortunately they've been convoluted with meaningless and conflicting statements where the board and general manager would and could hide behind the ambiguity.

By the way, the smartest human being i have ever known, Ben Roloff, when tasked with rewriting bylaws for numerous organizations took the time to read the various organizations minutes/motions to understand how they got to the point they were at. Just saying eh?

The annual membership meeting was March 11, and the night was one to be remembered (and not in a good way). The board president read a statement, obviously drafted by the RCSC's attorney, on why the members had no right to cast a ballot (even though the Articles of Incorporation says we do). This was the same attorney who claimed we had no right to vote in 2021 when we had 1400 plus members in attendance (including proxies).

In the letter he read, he said the RCSC would be forming a committee to study the bylaws submitted by members. It was a bad look from my perspective as several of those motions had nothing to do with the "business affairs of the corporation." Is that the announcement you were talking about above? Because i just went through the April issue of the RCSC Update and there's no mention of a committee, no mention of members interested in being part of it submitting their resume, nothing.

Can you be more specific as to when you saw, heard or read that clarion call to the membership to submit their resume? Or, were you just invited to join? Were others asked to join, you know, like part of a special club? Curious minds want to know, because my recall of the RCSC''s efforts were limited at best.

And as long as we are chatting about your sentiments regarding the bylaws, do you think the members have the right to submit bylaws for the annual membership meeting and vote on them? You know, like the Articles of Incorporation states we do?

What is there to refute, you all went through an ordeal that was ugly on it's face (and frankly has nothing to do with the visitors that were allowed through the first meeting or two) and was ultimately sabotaged by a couple of board members with an agenda? A whole shitload of us sat in the audience and watched the meltdown live and in real time.

It was pretty obvious there was a clear delineation in the group's makeup and opinions. It was also clear there was little sense of cohesive efforts to find solutions, just a group of folks who had tried to compromise, but failed. Which is exactly why having four board members sitting in on this one is a bad idea.

Ultimately, i don't care who is on the committee, i care about what they say, whether they can be read by an average lay person and then whether the board follows them, or just makes shit up as they go...with the attorneys blessings. I've watched over the years as bylaws have been twisted to the point it would make a pretzel blush. Keeping them short, simple and easily read shouldn't be that hard.

Finally, i've disagreed a lot over the years with people who have volunteered, board members and committee members alike. In the end, i've always respected the fact they were willing to put their hand in the air and say, "i'll do that." What i don't do with said volunteers is make it personal David, and that's where i find your remarks about Janet so disturbing.

 

It's really difficult to take anything you say seriously Dave. Every time a group of people or a person with a little bit of power or fame is mentioned you find fault with them. It doesn't matter who they are or what they do. BTW you said your union agents could care less. Curious, how much less could they care? A little less? A lot less? Just a smidge less?

 

“Can you be more specific as to when you saw, heard or read that clarion call to the membership to submit their resume?”
~ BPearson

Bill, Director Kise made a statement at the March 27, 2025 board meeting. See page two Committee/Liason Reports about the Bylaws “working group” progress and that they received a number of applications of people interested in becoming a part of the “working group,” and selections would be made next week. Read the minutes for more of his statement.
HERE

Sounds to me, Kise had assembled a core group who already had been meeting. They would be the ones selecting additional members who somehow knew the process to apply!

I found no invitation for members to submit applications for consideration to serve on the Bylaws “working group” in RCSC UPDATE or E-blast Your Sun City AZ Week editions prior to the March 27th, 2025 board meeting.

 

Yeah, but how many people attend Board Meetings to hear that call?

That March 27th Board Meeting only had 31 people in attendance.

 

Thanks eyesopen, as usual your research work is awesome. I was not at that meeting and frankly, didn't watch it. Here's what he said at the meeting:
"Director Kise announced that the Bylaws Working Group is making progress. We received a number of applications of people interested in becoming part of the working group. We will be making selections in the next week and will make an announcement to the people that will be on the working group so we can move forward with making the changes needed to the Bylaws."

The oddity here is these "applications" apparently came from the announcement at the annual membership meeting? I have to admit i was truly frustrated at the annual membership meeting and the letter from the attorney was vintage RCSC doublespeak. What i heard certainly didn't sound like an invitation to apply to join this new committee, but more an excuse not to allow members to vote.

We know it wasn't done at the March Exchange meeting because that was the day before the annual membership meeting. If you are willing eyesopen, trudge through the annual membership meeting and listen to what President Foster said, perhaps he did ask members to send in their resume. Or, were some members invited to participate they became the nucleus for the committee?

My frustrations are that old retread thing we so often lapse into because it's easier/quicker than actually trying to grow the circle with new members with fresh eyes and ears.

 

Just a quick comment to say thank you to Dave for stepping up to volunteer again for the bylaws group.
Just a reminder that your health always comes first.
That applies to all who volunteer in potentially stressful situations.
That is all.

 

March 11, 2025 Annual Membership Meeting
(Ad Hoc Bylaws Committee)

Per the minutes, Foster explains, in great detail, the formation of an Ad Hoc Bylaws Committee. He asks for volunteers.
See pages 3 & 4 HERE

View the video of Foster HERE at 13:30

 

The formation of the committee, on the surface, initially sounded like a step forward. It has been anything but a step in the right direction.
The announcement that there were exclusionary elements in the formation of the committees cast a pall on the integrity of the committee and the process. Now we have a committee that is meeting, in secret, to affect the governing rules and procedures of the membership, yet those who are best versed are removed from even applying to be on this committee?
This is a travesty of grave significance. The board has caused an egregious failure of process by creating a “secret” committee to create and amend the very tenets of the RCSC that governs the corporation. There may be excuses offered as to why the committee members feel it is appropriate for a secretive committee, but the excuses are falling short of the expectations of the members.
Exclusions of members from applying, secret meetings, no announcement as to who the committee members are is a huge reason for the members not to trust the board members. It also makes the committee appear suspect as to its ability to be taken seriously as a viable source for information and consideration of results.
I trust the committee members intent was to perform a community service for the benefit of the members. I for one, question the board of its intentions and, if by having a committee meet in secret, eventually nullify the committee and continue with its own agenda. The offending agenda, of course, unknown.
The entire process of announcing a committee formation, but not putting it in writing for all to see, then excluding members from participating, then secretive meetings, no report of who the members are, no mention of meetings dates or times and we, the membership are to believe this is in our best interest? For lack of a better statement, what the heck? Those of us who care about this community deeply find themselves astounded by this continuing travesty being perpetrated against the members.
I support the board members and the time they give to the community. I also have grave concerns about the decision making capability as well.

Addendum: I apologize for this posting. I posted it in error, apparently when I put the phone down to get my husband’s attention. The mannerisms and tone are not what I intended the final product to convey. Excuse my mistake please.

 

Bill, back again. I have addressed technology in another post, but I was never opposed to members phoning in.

Proxies, I admit I was against the but not for the reason you believe. They are part of the Articles and I always tried to craft bylaws in conjunction with the Articles. The problem is there is no real guidance in the Articles regarding proxies and I was hesitant until I learned more about the RCSC and proxies.
I am quite familiar with proxies from my stock holdings and I receive one from each business very year. I know there are general proxies and specific proxies, with receiving specific proxies each year as I am voting on Board of Directors and motions submitted.

I inquired at the corporate offices of RCSC regarding proxy forms as to did they have general and/or specific proxy forms. I was advised they had both but could not produce the forms. Obviously this made me concerned and I believed the general form was the only form utilized. I then learned that there was no limit on the number of proxies submitted by one person. Even more concerned in that the quorum was 500. I believed that a small amount of members could secure enough proxies to not only control the meeting, but also the subject of motions. I just saw the potential for abuse which would not serve the membership well. I wanted to limit the number of proxies a member could collect and raise the quorum as guardrails to abuse. The committee also wanted to add that a member could revoke their proxy if they so choose because of consternation over motions to be voted on that the member didn’t agree with. Remember the collector is using a general proxy.

I admit that with unlimited proxies collected by any member I wanted the quorum returned to the 1250 number with I received pushback from others on the committee, eventually settling on 750 quorum and a limit of 10 proxies per collector. The revocation clause was deleted.

I recently learned via the coconut telegraph that corporate is working on a specific proxy form for the next Annual Member Meeting. No word whether the general proxy form is eliminated or somehow blended into the alleged new form. The last member meeting showed that the limit on proxies and the quorum worked.

I imagine that both of us have seen enough funny business in our careers to see the potential for abuse from a proxy standpoint. Since being from Chicago, I have seen enough ballot box stuffing and other antics to last a lifetime.

Any chance that Tom could post his version of the bylaws as I am always curious as to other-member’s spin on the topic.

Now wasn’t I nice?

 

IMHO the dialogue on this thread demonstrates that we still are struggling with transparency. I am aware of some who espouse the opinion that the only way to get things done is to inform but not involve the membership. Some say it this way: You can't please everyone. I think this is the wrong approach. I always viewed this approach as an attempt to gain compliance when what is needed is community commitment.

The message I heard from my motion to let the members vote on the big stuff was overwhelmingly positive. Do I think such an approach is workable? Yea probably but it is far from perfect. But voting is not the only tool to gain community commitment. There are short surveys about choices to be made. There is also sharing of the thought process on tradeoffs between available options with the members, getting their feedback via survey or otherwise and then modifying the plan as appropriate. Admittedly, these approaches restrict the ability of the board to implement their individual viewpoints and are probably not looked on favorably by some.

Regrettably, I have not yet seen a true commitment to transparency by this board. I kind of hope they are who they think they are: The best and wisest of the members. When the big reveal happens on the bylaws and Mountainview, I will take a close look at what is said and not said before I form an opinion. Hey, I would rather be the beneficiary of good governance than the victim of bad governance, so I want to wait and see what happens.

 

So you watch the video, I’m sure it was on there.
While I’m at it, I asked what sites I was banned from and you gave an Oracle of Delphi answer. You know which one, snarkyhistorian. No I don’t so why not a straight answer?

Will you post the bylaws you drafted which Bill thinks they are greatest thing since electricity? Yes, I, calling you out.

 

John, while reviewing your motion you made reference in instances require a Business Case Analysis as outlined in BP16. Maybe I am missing something but there is no mention of Business Case Analysis (sic) in BP16 and I have read BP 16 several times. Could you please clarify so I don’t think I am losing my mind, which is debatable.

Thanks
D

 

Think about this for a minute or six, Dave was angry at Tom for "outing" him for being on the committee. Say what? When has being on a committee been a thing that has to be hidden from the membership? Being from Chicago, perhaps he was planning on returning to those grand old Cub's fan days when they wore the paper bag over their heads in shame. In this case, i guess the bags would have been worn at meetings they were attending. Were voice synthesizers included with the bag? Nothing to be ashamed about Dave, being on a committee should be a badge of honor.

I still have a few lingering questions though: Did you send in a resume Dave, or were you called and invited to be on the committee? And, this one is the biggie for me: Do you believe members have the right to vote on motions they submit in a timely manner at the annual membership meeting?

As far as Tom showing you his work product (better than electricity, really?), that's up to him. Personally i wouldn't waste my time sharing what i had already wasted way too much time on as he was anticipating an invite. Convenient how that crew of 8 or 9 that took the time to draft bylaw motions were just told to pound salt, albeit with the cursory invite to appear before this new August body who will apparently consider their submissions.

And for far too long from far too many board members i have heard the mantra "the membership could destroy Sun City if they have too much power or too loud a voice." Do you know Dave, in all of our history, i cannot tell you one time where that happened; not once, even when membership meetings were quarterly and the quorum was 100. NOT ONE TIME!

On the other hand, i can point to countless incidents where the decisions by a board of 9 or a general manager sent us reeling with utterly stupid actions.

So the question, given your penchant for history is, who should we trust more with those decisions? The board? The GM? The membership?

 

Whoa!!!!! I didn't "out" Dave. It was Dave who outed himself when he made this comment:

The only way that he could have known that that was what the committee agreed to was if he was on the committee.

I was very careful not to name names because I know everything is such a big secret and didn't want to be accused of letting the cat out of the bag..

 

Bill, I sent in a resume. If the motions are timely and do pass a cursory muster, I.e., no legal problems, motions rejected that have no real benefit, etc. should be available for the membership to vote on. I was in favor of members requesting signatures on RCSC property. Never understood why not since technically it belongs to us.

As for my thoughts of an annual member meeting being hijacked by a small group, that really comes from my career when I had to think of potential problems and what to do about them, especially if I am signing a $650M financial guarantee on a road contract or a building. Nasty fallout.

Who would I trust more with decisions? Aside from being a vague question which in a sense is loaded, I really don’t know.
I’m not King Solomon and that’s a baby I don’t want to split. I have worked with members who understood what I was trying to do regarding financial statements, I tried to work with members on understanding financial statements but were resistant, I worked with a GM who understood what I was trying to do with financial statements but ultimately Pooh poohed me and sent me on my way. I worked with management people who took time from their busy day to talk with me and exchange ideas and it one instance I worked with a management on rewriting a board policy to better protect the membership and the corporation. I have attempted to work with members of the Board during my tenure who were as dumb as a box of rocks, apologies to rocks, wondering what their backgrounds were and how did they get elected other than their golfing buddies and I worked with Board members who had completely opposite political views but we worked well together because our service wasn’t about politics but about Sun City.The only instance where politics infiltrated was the approval of the LGBT club and its approval. I pointed out in a work session that if we did not approve this club, we would being on the losing end of a Federal lawsuit alleging viewpoint discrimination and it would make the Anne Stewart action look like a claim for a dented bumper. Only one Board member held out, but it passed.
So make your choice who do I cozy up to and for what reason?

 

Dave, haven't you by revealing your participation in the secret bylaws "working group" broken the vow of secrecy? But, alas, there are no written rules for a working group, so you have done nothing wrong.

As mentioned above, I have advocated for a more transparent approach but that was not to be. So obviously, when the big reveal finally happens in August, I and everyone else will be very skeptical. It is only natural when one believes a bad process will beat good people every time.

 

Dave, The euphemism Business Case Analysis was given to the process which BP 16 employs. So, this is shorthand for saying apply the process to the project. I hope this helps. John

 

Regarding the transparency of the Ad Hoc Bylaws Committee, "Same song, same dance". We need a different dance. Closing meetings didn't work out well last time, did it? Don't think they will this time either.

One thing I do know, the people on the committee better know what they are doing, have experience in writing bylaws (sometimes referred to as regulations, policies, rules, etc.), a history of administering and enforcing the same, be very familiar with the Articles of Incorporation and willing to refer to them often, be able to compromise, come to the meetings prepared, and be interested and involved in every part of the bylaws, not just the part that they want to change or defend.

I do not understand why this committee's work has to be done in secrecy anymore than the Long Range Planning or Finance, Budget and Audit Committees work. Those meetings are open to RCSC Members as I understand it. In those meetings, there could be "rumors, disinformation and just plain nutty statements from who knows who to muddy up the waters" as Dave claims would happen for the Bylaws Committee. Why the difference? LRP, FB&A, and Bylaws all affect the future of the Membership.

 

Dave,
Since you spent every Wednesday for six months with me, please tell us the "real story". I haven't a clue what you are talking about when you say that.
Janet

 

John,
I am still a bit confused. You want to use a euphemism in a bylaw to reference a section of a policy without specifically citing the location in the policy?
Dave