Dave Wieland Resigns from RCSC

I don't have any facts about this fiasco. The Election Committee(apart from the Chair & Co-Chair who are Board Members) has not been given any information about what happened with this breach of candidate information. I hope this will be brought up for discussion.

This is the wording in the Corporate Bylaws regarding filling Dave Wieland's vacant seat effective January 1, 2019:

Vacancies occurring on the Board during the year (January 1 through December 31) may be filled by appointment of the Board. A majority vote of the Board is required for said appointment. An appointment ends on December 31 of the year appointed. An appointed term does not enter in the six-year limit set forth in the Restated Articles of Incorporation.

So it will be the new Board that will vote in Dave's replacement.

 

If we never know the name of the offending board member then every board member is suspect. That’s not fair to the others but it’s the truth. If the board member in question is reading this you should resign. You know who you are and you have cast a suspicious cloud over the entire board. Buck up and resign.

 

I'm sure all communities have similar issues if you were able to get a glimpse inside. Problems with people exist everywhere.

 

Perhaps we will never hear the full story aggie, but the latest is this came to light after the board member went to a club the candidate was a member of. He was asking about the member in question which prompted those in the club to let the candidate know that inquiries were being made by a board member. That is freaking inconceivable to me someone would do that...even more troubling is the GM and the 8 other board members woulddn't kick his butt to the curb for doing so.

The best part of the story now is he thinks he should be the board president next year. Really?

 

Yes folks, this is long, but it drives home the point of what the offending board member's consequences could mean to the board members, the RCSC, and the GM.

From the Center for Association Leadership

Fiduciary Duty

Those in positions of responsibility and authority in the governance structure of an association—both volunteers who serve without compensation and employed staff—have a fiduciary duty to the organization, including duties of care, loyalty, and obedience. In short, this means they are required to act reasonably, prudently, and in the best interests of the organization; to avoid negligence and fraud; and to avoid conflicts of interest. In the event that the fiduciary duties of care, loyalty, or obedience are breached, the individual breaching the duty is potentially liable to the association for any damages caused to the association as a result of the breach. This fiduciary duty is a duty to the association as a whole; even those who only serve on a particular committee or task force owe the fiduciary obligation to the entire association.

Duty of care. This duty is broad, requiring officers and directors to exercise ordinary and reasonable care in the performance of their duties, exhibiting honesty and good faith. Officers and directors must act in a manner which they believe to be in the best interests of the association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Duty of obedience. This duty requires officers and directors to act in accordance with the organization's articles of incorporation, bylaws, and other governing documents, as well as all applicable laws and regulations.

Willful ignorance and intentional wrongdoing. Directors cannot remain willfully ignorant of the affairs of the association. A director appointed as treasurer, for example, with limited knowledge of finance cannot simply rely on the representations and reports of staff or auditors that "all is well" with the association's finances. Moreover, officers and directors acting outside of or abusing their authority as officers and directors may be subject to personal liability arising from such actions. Furthermore, officers or directors who, in the course of the association's work, intentionally cause injury or damage to persons or property may be personally liable, even though the activity was carried out on behalf of the association.

Apparent Authority

In the landmark 1982 case American Society of Mechanical Engineers v. Hydrolevel, the U.S. Supreme Court determined that an association can be held liable for the actions of its officers, directors, and other volunteers (including actions that bind the association financially), even when the association does not know about, approve of, or benefit from those actions, as long as the volunteer reasonably appears to outsiders to be acting with the association's approval (i.e., with its "apparent authority"). The Supreme Court made clear that associations are to be held strictly liable for the activities of volunteers that have even the apparent authority of the association. Even if an association volunteer does not in fact have authority to act in a particular manner on behalf of the association, the law will nevertheless hold the association liable if third parties reasonably believe that the volunteer had such authority.

The consequences for violating the laws can be severe. A conviction can carry stiff fines for the association and its offending leaders, jail sentences for individuals who participated in the violation, and a court order dissolving the association or seriously curtailing its activities. The antitrust laws can be enforced against associations, association members, and the association's employees by both government agencies and private parties (such as competitors and consumers) through treble (triple) damage actions.

Perhaps the RCSC and the board need to be referred to the Arizona Corporation Commission and the Attorney General’s Office for a full investigation into the alleged break in, pilfering through the files, using personal information against a member in good standing, violating the privacy of communications guarantees, and then acting as an agent of the board, questioning the attendance and activities of a board candidate. Is that what it is going to take to hold the offending members responsible?