Bylaw Committee Suggestions

You really have a problem with met

John, I do take issue with you comment that I have never drafted legal documents. During my career, I was in charge of the Judicial, License and Permit and miscellaneous bonds. I had to on numerous times draft bonds for specific situations such clearing real estate titles of liens or memorials, a risk submitted for which there was no preprinted form and had to be drafted for a specific situation (known as manuscript bonds). My skill at this was such that underwriters from other companies or brokerage companies wanted me to consult with the. On language. I would consider drafting a bond clearing $3M in mechanics liens on a new development in Chicago, a legal document because if the principal on the bond doesn’t pay the amount entered by the court granting perfection on the lien, my company has to pay. Sound like a legal document to you or was I misinformed for thirty years?
I did like the Socratic thing Professor Kingsfield.

 

Dave, I can tell you have a deep interest in the law. I wish more people had such an interest. Please understand that there is very rigorous training and testing required to become a lawyer. My takeaway from this is that the Bylaw working group would benefit immensely from some targeted training. I believe ASU offers some of that. My experience with groups of lay trying to write what is essentially legislation is not good. More often than not the end product is a consensus of opinions that were already formed at the beginning of the process. Rare indeed, is the situation where the group looks at uniform model acts or how other communities handle issues to the benefit of the community. Good luck.

 

John, I know the schooling and testing required to become a lawyer as I watched two of my best friends go through law school while in VISTA. My first on the job training happened in 1973 when the attorney in the office next to me (we had a common door between us) invited me in to his office to watch the Watergate hearings ( he had a prototype of the small Sony TVs). He explained the process and the evidence. He mentored me for a year to develop skills to represent clients in administrative hearings. You can Google him if you like, Leonard Kaplan, if he is still alive he retired Professor Emeritus at University of Wisconsin law school. He taught Evidence there and other law schools. He was impressed that the Federal Evidence textbook I was reading was authored by Charles Alan Wright who was Nixon’s last Watergate lawyer. He was the first attorney/mentor who introduced me to the Socratic method, the movie The Paper Chase came out shortly thereafter. Very entertaining.
My mentor during my career was a company VP, branch manager and an attorney as well as our claims people who were attorneys. We covered just about every area of civil law but not criminal. That is where the reading of the Illinois Reporter, Northeast Reporter, Federal Supplement and Supreme Court Decisions. As you can tell I love to read, that came from my parents as they were always reading. Final Note, one of my three Vista buddies and former roommate did death penalty appeals for twenty years and I believe argued three cases before the Supreme Court. You also can look him up, Alan Freedman, Midwest Center for Law and Justice, Evanston, Illinois. He has been retired for a few years so I believe the law office is closed.
My main interest in law is Constitutional Law which has fascinated me for decades, I think since the Brown v Board decision when I could grasp it slightly, about 12 or 13.

Take care and ease on down the road.

 

Dave,
As I mentioned I can see you have a keen interest in the law. For the bylaws committee I suggest you consult the model act and other community's bylaws to determine how we compare.

Best Regards,

John

 

I thumbed through the 107 page bylaw thing. As for what other communities do, that is not of interest to me. What interests me is ARS Title 10, does our documents conform to that, at least in my mind?

 

I would have to support Dave and his endeavors at this time, as the comparison between Title 10 and Title 33 are two different regulations for managing a corporation versus a planned community. When addressing the needs of the RCSC and the membership, we need clear focus on the correct governing documents in relation to ARS

 

I agree title 10 governs. Unfortunately, I see abuse in its application. Dave, you may be able to help me understand this. The AOI provide
"The Bylaws of the Corporation shall prescribe the qualifications of Members and the terms of admission to membership, provided that the voting rights of all Members shall be equal and all Members shall have equal rights and privileges, and be subject to equal responsibilities. Such Bylaws shall also provide the method for determining assessments to be paid by the Members."
It is clear the Bylaws preclude snowbirds from being directors. How do you justify that? Dave, I am very interested in why you think snowbirds can be legally excluded from being elected as directors given the language of the AOI?

 

10-3610. Difference in rights and obligations of members
All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations or otherwise provide. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles of incorporation or bylaws.

10-3802. Qualifications of directors
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation or bylaws so prescribe.

Seems to me that the Arizona Revised Statutes is yielding to the corporations bylaws, but with that said, the only two restrictions that I see in our bylaws Article VII, Section 4 are:
Must reside in Sun City, Arizona and be available at least ten (10) months of the year;
Must meet the requirement to hold an Arizona liquor license;

I've been hearing rumors that that may change considering board members can now meet electrically. I also heard that some of the Arizona liquor laws have changed which may deem that requirement moot as well?

These are things we have not yet talked about in the Election Committee that needs to be addressed.

And just to note, I believe we are in conflict with RONR because we have no provisions for write-in candidates, which would be okay but only if the bylaws stated that no write-in's were allowed.

 

FYI - I read it differently. Because the AOI specifically provides equal rights, the bylaws may not contradict this. ARS says its OK to prescribe different rights but SC AOI chose not to do so. Perhaps CM could weigh in here.

 

To be fair, FYI's reading of the statute is logical as well but, and you knew there would be a but, the bylaws provide as follows with respect to ALL members rights:

ARTICLE II – MEMBERSHIP, CARDHOLDERS AND GUESTS SECTION 1: MEMBERS, MEMBERSHIP, MEMBER CARD/CARDHOLDER Members in good standing will be considered as the Membership of the Corporation. Members in good standing may: 1. Vote; 2. Serve on the Board of Directors or Committees; 3. Speak at Membership, Board Exchange and Board meetings; 4. Join and participate in Chartered Clubs; 5. Receive discounted rates for golf and bowling; 6. Attend free RCSC events and entertainment; and 7. Use all available RCSC facilities subject to the Corporate Documents

The Bylaw's do not condition the right to serve on the Board to those who are residents of Sun City. Such is the state of the chaotic corporate documents which appear to allow and not allow nonresident members to serve on the board of directors. For my money, I would prefer to see the broadest candidate pool possible.

 

Is residing in Sun City 10 months out of the year preclude you from being a “snowbird”? Are we looking to include winter visitors who are only hear 6 months of the year? If so, this would allow our Canadian population to be members of the board, knowing full well that they can’t physically be present because of their national laws.
I truly desire our government be present and available in person. My reasons are for more face to face interaction and being available to members. Now, if we are going to be completely digital in the near future where live interaction between members and directors is as easy as dialing in on a cell phone and join a meeting and have two way interaction, then then I could support snowbirds being on the board.

 

There exists provisos in the ARS granting others, to include a corporation, to write bylaws it feels pertinent to the mission of governing the business. It would appear the RCSC has elected to exercise its authority in accordance with the ARS statutes allowing for competing directions. The ARS is the predominant legal framework to follow. Saying that means the AOI are valid as written, and backed up by the ARS. Just my opinion I was awakened at 5 am, so let me get some coffee and get my eyes open and reread this all again shortly

 

At one time, there was a written by law stating you could not live any further than 75 miles away from Sun City. or soemthing in that genre. That was written becuase one of the attorneys that worked on the Ariticles of Incorporation lived in Wickenburg.
The bylaws do direct the following in order to be on the board:

SECTION 4: CANDIDATE REQUIREMENTS

An eligible candidate for election to the Board will satisfy all the following requirements and a candidate for appointment to the Board will satisfy all except Section G. below:

1. Must be at least fifty-five (55) years of age;
2. Must be Member in good standing;
3. Must not reside with or be related by marriage or birth to any other Director, Board candidate, or Senior Management;
4. Must reside in Sun City, Arizona and be available at least ten (10) months of the year;
5. Must meet the requirement to hold an Arizona liquor license;
6. Must be eligible and available to serve a three (3) year term; and
7. Must attend Board Candidate Orientation(s).

With this written provision in the bylaws, the ARS giving the blessing to write bylaws as deemed necessary to maintain the business, I dont unstand the confusion?
Also doesn't residing in Sun City for 10 months out of the year make you an Arizona resident for tax purposes? Do you not need to be an Arizona resident to acquire an Arizona liquor license? How can you be a registered resident of another state and qualify for a Arizona Liquor license?

 

So, here is the Arizona Liquor License Laws:

To obtain a liquor license in Arizona, you need to:
Next Insurance+1

1. Be 18 years of age or older.
2. Be a resident of Arizona.
3. Have no felony convictions within the past five years.
4. Not have a previous liquor license revoked within the past year.

Do most snowbirds claim Arizona as their home state? Is being gone for two months out of year sufficient to be considered a "snowbird'? Do we now demand directors, irrespective of title or not, also adhere to the quidlines and not take extended vacations while serving on the board?

 

I had looked into this a while ago with the state for the Election Committee. At that time the State only required that only 3 Directors needed to be eligible to hold a license.

As far as the state was concerned, the term "officers of the corporation" included all the Directors not just the officers of the board.

I also think the rules may state that those in charge if the facilities that sell liquor, such as the bowling alley and golf, can also be named on the license but only if they are also members of the RCSC.

Next:

The 75 mile limit is still in effect. If you reside else where but also own a home in SC but live within the 75 mile limit you are not allowed to use the facilities.

 

But the bylaws state to be a director you must be able to qualify for a liquor license. It could be that with the various assignments of committees one might need be placed in a situation that the serving of alcohol occurs, making the board member responsible for having the knowledge of what serving and providing liquor entails? Limiting the need to qualify for a liquor license gets down to who then becomes exempt? So, rather than limiting the number of board members who have to have licenses, make it a provision for all.

 

I think this requirement is ridiculous as well.

It's my opinion that everybody should be able to run for office, but with the restriction that being related by marriage or birth would exclude both from serving.

I suppose it would be rare that both a husband and wife would want to run, but chances are a.) I'm sure they each would have very opposing opinions, and b.) a wife may decide to run simply because she didn't want her husband to serve?

Let them both run. If they both get elected then the one with the fewest number of votes is disqualified.

Seems to me that would be a more welcoming policy to serve your community rather than being told why you can't serve!

 

CM, having been in enough watering holes in my life and taking up residence in Murphy’s Bleachers for 15 years, the license is held in the name of the owner. The instant case would be the RCSC and the Board of Directors. The underlings plus Directors would be covered by dram shop insurance coverage if I am not mistaken.

 

Why does each member need a liquor license? In AZ the license is usually in the name of the establishment. In Arizona, the business (the bar) is typically the holder of the liquor license, not the owner. The Arizona Department of Liquor Licenses and Control (DLLC) issues liquor licenses to the business entity, which is responsible for ensuring compliance with state regulations. The owner may be involved in the application process, but the license is issued to the business itself.

Hubbs owned a bar here with a partner. The partner left and hubbs kept up the license as it was in the bars name.

 

Thank you for the answer Josie