I believe many members have failed to realize that defining the business affairs of the organization does not impact what members can vote on. What say you. Please let me explain. The old bylaws provided that member motions relating to the business affairs of the corporation could not be voted upon. They were referred to the Board for study. Business affairs of the corporation was not a defined term and was not a term used in the ANCA. So literally no one knew what it meant. The term used in the ANCA and Articles is the Affairs of the Corporation. It is very clear in the ANCA the Affairs of the Corporation includes pretty much everything the corporation does. Still with me? The Bylaw Committee seems to have "gotten caught up in their own shorts". They provided an extensive description of Business Affairs of the Corporation, a term that was only used in the bylaws but then eliminated that term from all substantive sections. This is a classic example of what we call a deadwood definition. It defines a term that is not used in the document. Dave W's genius at its finest! For those that care to understand, the phrase used in the ANCA is the Affairs of the Corporation. The ANCA grants the Board the authority to manage the affairs of the corporation. The Board is free to delegate this responsibility to others (e.g., the GM) if it chooses to. As I read the Bylaws, the new operative term for determining whether members can make a motion is Proper and Improper Member Subject. A Proper Member Subject is defined in the body of the document as those provisions that directly govern Member rights, privileges, qualifications, Member participation in corporate governance, Member governance and procedures and any matter that must be approved by the Members under these Bylaws, the Articles of Incorporation, and the ANCA I am not clear what these new terms mean (and neither are they). The terms are not defined elsewhere in the document, Articles or ANCA. The lawyer, after consulting with the Board, will make the final call on what is proper. I hope this helps you understand what apparently was intended by the new bylaws such as they are.
I have found that including a "laundry list" is not a good idea when writing bylaws, regulations or rules. There are always some things left out and exceptions to the ones listed. Another slippery slope to go down! Thanks for sharing your knowledge as an attorney, John.
My biggest concern has always been the ad hoc nature of huge capital decisions. Since we have no plan and are resisting putting one in place, 10's of millions of dollars are being committed to projects with little to no justification. No one has any idea how any of the pieces fit together as a whole so it is likely we will end up with a Rube Goldberg community. I am a strong proponent of developing a strategic plan (master plan) to help guide the organization to a rational well thought out future. This is not a very popular idea.
Long range planning is a necessity for a large organization that has competing needs and wants. I am really surprised at the resistance to it. Perhaps they have never experienced how it can lead the entity forward in unison and prevent making expensive mistakes. In the case of RCSC, the lack of a long range/master plan has caused a great deal of consternation and finger pointing.
? Big question? Everyone should be able to recognize that a long range plan can be adjusted as needed. It's a guide to better planning. Municipalities use it all the time.
I doubt if it is power or resistance to accountability. Instead, I think the Board is so overwhelmed with everything they currently do, they can't imagine taking more on at this time. Perhaps none of them have had the experience of reaping the results of long range planning. That doesn't make sense knowing a bit about some of their backgrounds. Their professional experience surely exposed them to its value. I simply don't know.
You could be right. But I do recall Jim Rough tried to prevent me from making a presentation to the LRP on the importance of a master plan in 2023. So, I am a bit skeptical.
Cost is a major factor for not pursuing at this time. RCSC 2026Budget Town Hall Not In The Budget Challenges Under Discussion/Review Master Plan Cost $400K - $1M SHOW ME THE $&$MONEY$$$ Presentation Frame 20 https://cms.suncityaz.org/media/jg5bbdct/final-10-13-2025-th-presentation-edit-10-0925.pdf
John, Now we are paying members to do work that was formerly volunteer work? If that is the case, show me the money for the hours I spent on by laws and B,F&A. I would expect to be paid according to my 34+ years serving as a paralegal full time and part time during my career. I expect to be paid for my experience as a Senior Account Executive and Regional Underwriting Director analyzing financial statements, risks presented and language of the obligation we are asking to bind us to. Actually I would settle for my expense account check from my first year on the Board. To people who do not understand satire, that is what the previous sentence is, satire.
Or even as volunteers. I know of at least three RCSC Members who have experience in this area who have volunteered. People who have been paid to do this type of work prior to retirement. No one has taken them up on their offer. I am not talking about myself. I have been involved in many long range plans, but not as a paid professional with training in that area. As Dave posts, RCSC has used his expertise with insurance issues without paying him. There are many talented, experienced Members in Sun City who would be available and willing to help.
John, Have you read Article III of the Articles of Incorporation? The first sentence clearly states “The general nature of the business in which the corporation is engaged is as follow:” and then goes on for 1 & 3/4 pages which covers a lot of territory as to the business of the corporation. The bylaw really streamlines this language. Could this be an example of Dave and the group’s genius at work? Holy sheep dung John, it even has a necessary and proper clause for all you Constitutional scholars out there. What are your thoughts on this matter?
Dave, I will gladly pay you what your work is worth - nothing. From what I can tell you spent all of your time gratifying your weak ego and building a fortress around the power of the board to protect it from the members. You created this long-winded definition of business affairs of the corporation that is not used elsewhere in the document. It is completely irrelevant. You failed to follow accepted practice for drafting legal documents, refused to look at other communities' documents or the model NPCA document, made many serious drafting errors some of which I pointed out in an email to the board, and the list goes on and on. In my professional opinion the revised bylaws are not worth the paper they are written on. It appears the inmates have taken up writing bylaws. John
John, Would not instituting the bylaws be the business of the corporation? Would each bylaw article need to refer to the business of the corporation and is it necessary? D
No Dave, Adopting and revising bylaws are the Affairs of the Corporation that are managed by the Board of Directors unless they choose to delegate that responsibility to another body. There is no reference to Business Affairs in the ANCA or the Articles. Great job in creating chaos! John
