One of my all time favs has been The Blues Brothers. Superb cast, crazy antics and a musical score to die for. Oddly, the past month of town halls, regular meetings and special sessions for approving the new bylaws felt a lot like the remake of that classic film flick. Truly: The board might as well have proclaimed "We are on a mission from God." That would have saved us all time, energy and not wasted our cognitive skills by listening to all the moaning and groaning done by the four or five board members who have their hand prints all over the end document. Their performances were Oscar worthy. Seriously gang, how many times did we hear about how this group and their special bylaws attorney uncovered ANCA. That somehow over all these years, this new statute (it's not) slipped past former boards, management and bylaw rewrite efforts. That this working group simply had no choice but to inflict maximum member pain to clamor back to the high ground lost over years of incompetence. Last night, as pondering the heavy lifting done, not because they wanted to, but because they had the legal duty to protect the members, i went searching. I have a curious collection of items from years past, including old RCSC documents. Reading through them, i was gobsmacked by what i found. Let me share it here, you be the judge: "Section 7. (page 6 RCSC Corporate Bylaws amended Dec 16, 1993). "New proposals or matters relating to the conduct of the business affairs of the Corporation, if brought before a membership meeting, and not previously considered by the Board of Directors, shall, at the request of the President, 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, the Articles of Incorporation, the Bylaws and the Board Policies will be considered only as a recommendation to the board, the disposition of which will be announced at the next regular membership meeting." Look, i've never argued i am the sharpest knife in the drawer, but this Section 7 appears to cover all the bases. Imagine, documents that did everything we were told they didn't, so they could rewrite them and tell us all, repeatedly, they had no choice. They were indeed on a "mission from God." The refrain never gets old does it? The board has always had the authority to revert back to the board amendments that could impact the "business affairs of the corporation." Always. The members never did have the authority to change things that would or could affect how the RCSC was run. In fact, when i read how they defined the "affairs of the corporation," while it covered everything from soup to nuts, it was an effort that needed to be done. Let me muse further, there was a bigger fish to fry here and one the attorney representing the RCSC has lobbied for. They finally achieved it. The members having the right to vote at their annual membership meeting terrified the attorney, management staff and board members. What they could vote on has always been argued, but even that was an easily debated issue where the RCSC most often prevailed; and one they violated on two occasions. Lest anyone thinks i am wrong, here's the litmus test: Someone, anyone from the working group or board member please point out the section in ANCA that defines, spells out the convoluted mess they came up with for members to submit motions and then at some magical time be allowed to vote. How about it Dave, want to point that section out to me? They simply created hoop after hoop to insure members rights, as provided for in the Articles, were negated. This was never, NEVER about being forced to comply with ANCA, it simply became their cudgel; this was about insuring members would not/could not be allowed to vote at their membership meeting. They've made a believer out of me. They don't care if members are involved. Or, if they do show up, they certainly don't want them screwing up their plans...whatever they are. While i laughingly labor over my ministrations over their antics, i know they have a tough job to do. That said, i would much prefer them being honest about the desired outcome. Gaslighting us all to believing they were on this "mission from God" so they alone could save us from us, seems silly given the damage done over the past 15 years didn't come from the membership, but at the hands of the board and management. But alas, hopefully this time it will be different. RIP, JB, RIP.
I really liked your analogy and the anger/humor you expressed it with. One of the first lessons I was taught by my attorney father was never argue with the Kangaroos on a Kangaroo court. So, I won't. I am disappointed by the lack of professionalism and disregard for members rights on this board but was told that it is not uncommon on volunteer boards. As I consult my Ouija board and use AI to decipher the Enigma code being used by the board I am left with the conclusion, that this board is committed to making sure no one or group can stop the building of the Dog facility, Player's club theater or upgrading golf courses; no matter how much it costs or the long term damage it might cause to RCSC. That is just swell! My hunch is confirmed when I look at the latest Board created proposed PIF forecast shows RCSC spending $27M to complete Mountainview by 2027. Option 3 which was approved is estimated to cost $38M. So, 2 + 2 really does equal 5. Or as Jed Clampet used to say youse git some splaining to do... As they said in Star Wars "May the farce be with you!"
Humor indeed is the best medicine at this point John. No point in getting upset or excited about what's going on. The only frustration is we clawed our way back, finally achieving a quorum, presenting properly submitted bylaws and then having the attorney lie to our faces; once in person, once via a letter. I told a friend today, my bench mark for where this board was headed was to be revealed in the bylaws. Either they believed members had the limited rights as defined in the AOC, or they didn't. No mystery any longer is there? The real tragedy for me is now every time i watch the Blues Brothers, all i'll hear and see is the screeching about how ANCA made us do it.
Bill, I posted several quotes from ANCA and Title 10. Screaming ANCA made us do it is not a valid response. I am not the attorney that reviewed these changes, but I know enough to read to the letter of the law, and the bylaw changes are not, in my layperson's understanding, to the letter of the law. They don't even meet the described tax code as laid out per ANCA. I believe these changes are not in accordance with the Articles of Incorporation, and Title 10 stresses the foundation of the law is with the Articles of Incorporation. I do not condone using an attorney to force the issue, but the evidence is clear, these adopted rewrites are not in accordance with the Arizona Corporation Commission standards and do not reflect ANCA as written. The do not support the Articles or Incorporation.
I read your remarks CM and applaud you, Tom and John for your legal perspective. As Tom knows, i am adverse to too much in depth legal analysis, it simply isn't my strong suit. I tend to fall down on the side of common sense and application, but it is clear from all of the points expressed, ANCA was more an excuse to do what they did. Frankly i found the gnashing of teeth and alleged anguish they struggled with and through to be overplayed and over wrought. One of the interesting footnotes in the coming years will be how the membership reacts to expanding AI to cull out the reality from the horse manure. Or, just maybe their efforts to push the members away will work as well as it did back in 2009. With all due respect to the thousands of hours they devoted to the process, i expected a far more user/member friendly document.
The members of today are far more adept at using electronic media, and those joining the ranks to the retired and soon to be retired were raised on computers and the like. Common sense gives way to questions, and seeking answers. The internet and AI will gladly keep your cup full of answers. The analytical minds of the immediate future will not find the choices and content palatable to a lifestyle change desired for an active 55+ community. The restrictive nature of the legislative process attached to the RCSC will have an impact, I am just not sure exactly what kind and what the outcome. There was little doubt there was a need to update the bylaws, it just didn't need to take the turn that it did, in my opinion. When researching the various aspects of the ANCA and the respective ammendments, I do not find them to be supported within the Arizona State Law, Title 10. I know the quick answer to settle this, it would also be the ugliest. I dont know if the board is willing to admit it made an error in judgement and redress the issues. While I understand a need to want to cloak the changes in secrecy, there are other ways to affect change for the better and create a win/win soultion.
Bill, first you take something that is sacred to me and my hometown, Chicago, and pervert for your own personal use, the Blues Brothers. As to your question to me, the group has disbanded and I am not obligated to say anything more. I have reclaimed my personal life after six months of you and your faithful companion bad mouth8ng things you didn’t know, so don’t bother me with your aimless BS. Have a positive day and the previous wasn’t personal, it was business, except the Blues Brothers, that was personal.
Nothing will change regarding the bylaws, no matter what is said or written Carole. The reality is 95% of the membership could care less what is contained in the bylaws with an even more astounding 75% of that group having little clue they exist or why they matter. It wasn't always that way, but once the drift from member engagement started in 2009, we've raced away from members being involved and having a voice. I have zero doubt the board and working group are delighted with the outcome. They got what they wanted to achieve: Members will not be allowed a vote at their membership meeting. End of story. Instead, we'll see in 2026 the old lipstick on the pig effort to make a show out of the event, hopeful members will show up. Celebrate good times eh (tip of the hat to Kool and the Gang). You remember better than most CM; we played that game with our first Saturday near day-long annual membership meeting. Free food, free entertainment and lots of data and speeches. The member sign in needed, 1250 to meet the quorum, was woeful as we recorded well less than half that. I/we were convinced our co-board members would reduce the quorum to 500 (a number we had a chance to hit), but they wanted no part of it. In fact, it was at the 2021 annual membership meeting when i proposed the quorum reduction to 500. Of course we weren't allowed to vote on it, but a year or two later the board made the change. With each passing year, participation shrunk and the all day party reverted back to evening meetings and never reaching a quorum. And, with each passing year, both the GM and the board fell into the belief they could do whatever; which they did. It wasn't until the board, in their arrogance, fired Karen McAdam and the shit hit the fan. That started the fire and one that only grew in intensity and angst. For Sun City history buffs, there's been a long thread of activist groups who were formed from the adversity of bad or questionable choices boards were making. The Sun City Advocates were just one of many and oddly, our only defined goal was identifying and supporting board candidates who spoke of members having a voice. Over three years, we rallied behind 9 candidates with each of them elected. Tragically, working together is easier to talk about than actually doing it. This year, the board collectively accomplished some good stuff. When questioned about how i felt, my answer was simple; the bylaw rewrite would be the test. Not that what was in it mattered, as much as what they were telling us. Either members matter, or they don't. In spite of all of the hand ringing and pearl-clutching by the board as they shoved their work product down our throats, they have decided they want unfettered access to do whatever they please. We've been down this road before and it didn't end well. Starting out with the purest of intentions, as members stay away and as board members change, the drift with little or no member input will allow them to do whatever. I watched the Exchange for a bit from the other day. A member of the long range planning committee, questioned the board about the long term forecast for golf and 8 golf courses. He was told this probably wasn't the right venue for the discussion and more-so the fact was golf courses were into perpetuity; that was just the way it was. Except, they aren't. Many of you know that 7 of the courses have a 10 year renewal of the covenants that will hit us in 2033 with the 8th one due in 2034. In those years, the RCSC can adopt yearly options on the deed restrictions, as opposed to 10 year locks. I'm not advocating for or against either, it's just the reality of circumstances we are facing. As far back as when Carole and i were on the board, the Del Webb Sun Cities Division of the Pulte Corporation (they bought the company in 2001) had been conducting surveys and had determined building and owning golf courses in their senior communities was a bad investment. They, like most successful corporations don't look in 5 year windows, they plan 10, 15 and 20 years out. In 1977, when the RCSC finally took ownership of the golf courses from DEVCO, their biggest single fear was they would become "money pits." It was why the contract called for golf to be revenue neutral. It was why golf was never an activity that came without paying for it. What no one anticipated was the creation of the Preservation and Improvement Fund (PIF) and the huge investments that would be dedicated to course ownership and golf outbuildings. We are looking at 100 million dollars plus from 2000-2032 from PIF. Staggering. With all due respect to the newly hired GM, the role the director of golf may play, might be even more important than running the corporation. My hope is she comes with the importance of rebuilding (and marketing) our beloved community. My bigger hope is Eddie is able to build a sustainable golf product that relies on quality rather than quantity. We'll see on both accounts. As far as the board, it appears your email response from Sun City West was their directors are for one-3 year term (though a former board member can fill in an open position-like here). What is vastly different is they groom/prepare and solicit new members to be prepared and interested in filling those three year positions open every year. In Sun City, our latest and greatest claim to fame is clinging to board members for 6 years (2-3 year terms). They move from caretakers to owners of the organization and the mindset they must have all the answers. We've watched it play out too many times to ignore it being the realty. Board members don't own the process, they are elected by us to represent us. Those staying around too long see us as an impediment rather than an asset. That's the message the board sent us all via the bylaw rewrite. Maybe this group will be and do better than our predecessors. Maybe the newly hired management will hold influence and create a more member friendly environment. Maybe this board of nine will have all of the answers and won't need any member input, advice or that gentle push when they stray. Maybe pigs will fly; we'll see,
Bill, I continue to love movie analogies. In this case a line from Animal House came to mind: "You "" up, you trusted us (Flounder)"Nevertheless, the newly revised bylaws (version 3901496 -9 (A)(1)(a)(iii) ) provide a framework for governance. You will have the opportunity to use it now that they will allow motions for the 2026 meetings (I pointed out they had failed to allow for motions for this meeting among other things for which I was given a slap in the face by Preston Kise). Perhaps the best course of action now is to focus on those motions that might restore a few checks and balances and provide the members with some voice.
Did they ever fix the motions for the 2026 annual membership meeting John? I haven't bothered to look.
Dave, I now know why we are so different. I grew up in a small town where most people knew each other, we respected each other, we spent our time outdoors discovering nature, no buildings higher than two or three stories, bicycles were our main mode of transportation unless we were walking to our friend's homes, we had one public school where I sat next to other students who lived in a small stucco house with six other siblings, my parents were on a first name basis with the police, minister, teachers, other business owners, you shopped locally, and we helped our parents in the garden and canning the produce we harvested from it. You have chosen to belittle my background. I found it a wonderful place to grow up. It was truly a one stop light town. Summers were spent in the only city pool (no heat), at the park or on our bikes. Winters had lots of snow and wind. Snowball fights, snow forts, sledding and ice skating are fond memories. I am glad you have a similar feeling for your hometown, Chicago. Personally I wouldn't give you a nickel to live there with the noise, traffic, crime and litter on most streets. Each to their own!
Bill, It appears to be the same edict as written. See below: SECTION 6: VOTING PROCEDURES FOR MEMBERSHIP MEETINGS A. Members in good standing will vote for Annual Membership Meeting motions prior to the meeting
Bill, As far as I know they set a date certain for motions to be submitted but I am not sure what that date is. John
How are they going to accommodate giving everybody eligible to vote proper notice of the things that will be up for a vote? 10-3708. Action by written ballot; online voting A. Unless prohibited or limited by the articles of incorporation or bylaws, any action that the corporation may take at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
I'm assuming that because the RCSC is asking the Members to vote without actually holding a meeting, it makes it even more important that EVERY Member, in good standing, MUST receive notice of the issues that they are being asked to vote on, and they just can't rely on e-mail blasts or postings on the website which doesn't assure proper notification. The statute says EVERY Member. I don't see any method other than U.S. Mail, to at least every household, if not Member, that would satisfy that statute without being a gross violation of the statutes and Members rights. I believe one of the fundamental principles of parliamentary procedure is to protect those who are absent from a meetings. Those procedures and rules are the reason some motions and amendments require "previous notice," and that is the emphasis behind this statute. I tend to think that a violation of that statute could open up another lawsuit? The revised bylaws blame all their strictness on ANCA, so let's see if this statute is followed or what excuse will be used not to! What say you? Just one man's opinion.
If you are going to be adherent to ANCA, then the letter of the law is that it doesn’t apply to the RCSC. The RCSC is a 501c4 tax exempt status. ANCA references 501c3 corporate tax status only. With that in mind, this means any reference to ANCA in regards to the RCSC is invalid. The legislation that supports ANCA was never expanded beyond tax code 501c3. The IRS is pretty specific about how each code applies, and they are not interchangeable. I don’t think using ANCA would hold up in a court of law and by adopting its tenets for use by the RCSC places the corporation in danger of being sued for violating its tax status if it causes any perceived harm or damage to any person. Just a thought after researching how ANCA is applied.
