If you watched the candidate forums you heard a word not usually used by those running. We always hear about improving communications, becoming more transparent and of course the requisite "i love Sun City." Given some of the things that have happened in July when a couple of the candidates were told they couldn't solicit signatures at the 4th of July celebration and others weren't and Dave W's assertions at the last board meeting, a new quality emerged. One that is essential for board members. Ethics is something that should be drilled into both board and management staff. It's not a luxury, it's the law. Non-profits are given special tax status because theoretically their sole purpose is to serve the interest group they represent. Unfortunately, over time they become ingrained in a behavior and a culture that allows them to function in ways that become suspect. If what David claimed is true, the board has an obligation to take action. To date, i am hearing claims of no proof. Really, it's not that hard to find out if a board member went into a club and started asking about a candidate. The question of "taking something off of someone's desk" is a bit more challenging, but it is imperative to get to the bottom of what happened. Further, as we go forward, ethics is way more than did a board member benefit from their position? For years we taught Situational ethics via skits that forced trustees to look at what they did and how they acted. I would hope the RCSC begin understand the need to enhance the understanding of ethics as we move forward. Just the idea the board meets behind closed doors gives the impression they have something to hide. They don't and the sum net is they get to move more quickly but the optics are unattractive, especially when you consider the recent spate of incidents that have marred us the past several months. It is one of the aspects that makes the slate of candidates so much more attractive than is years past. Several of the candidates come with skills and ideas not previously on the table.
Bill, I wanted to attend the Board Member Exchange this past week, and bring forth these ideas. Fortunately for all in attendance, I could not make it and read this at the meeting. The topic this past Monday was beyond what I had to say, and this speech would have not been appropriate for the issues coming to light since the Candidate Forum. Yet, the topic is still relevant, and it should see the light of day, either in this forum or the local paper. For your perusal and thoughts, Thanks. This question is for the board, and it recaps a bit of what the candidates stated during the November 8th Candidate forum in regards to open communication. Why hasn’t the RCSC adopted, post haste, an open meeting policy to mirror one of the most important aspects of Arizona Revised Statutes title 33? Eliminate closed door, closeted actions by the board, and make it the actual governing process of the RCSC to have, open, for all of the members to see and participate in? This way, the citizens will be able to see who it is that makes the policy, how it is presented, and then how it is discussed and voted on, prior to the actual vote. This would help drive home the workings of an association and their responsibilities such as: “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. 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 loyalty. This is a duty of faithfulness to the association. This means that officers and directors must give undivided allegiance to the association when making decisions affecting the association. In other words, officers and directors cannot put personal interests above the interests of the association. 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. 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 alleged activity was carried out on behalf of the association. I truly hope the sitting board understands it can be held culpable for the actions of a single director, and each individual member can be liable for failure to act to remove or censure an offending director. In light of some of the third hand allegations and suppositions made against the board and its members, perhaps it would be best to refer these issues to the Arizona Corporation Commission and the Arizona State Attorney General’s office for further investigation and review. The findings would then become public information and the guessing as to any alleged incidents and perpetrators could be laid to rest.
Great comments Carole and one hopefully the RCSC will take to heart (don't hold your breath). We used to try and get trustees to understand simply voting no on an issue was not legal protection if there was in fact a breach of duties. One of my pet peeves while on the board was decisions were often made in a vacuum. Board members don't have to always be right, they do have to try and insure the votes they are making are based on having as much information as possible. When they only get a portion of the story or facts, they may well be opening themselves up to possible legal problems. I've been told there is no proof of a board member taking the actions Dave claimed happened. The simple reality is they can investigate the allegations by talking to club members to substantiate or refute his claims. If they only conduct a partial investigation and chose to ignore doing their job in its entirety they may well be found in breach of their obligations. While they do have insurance protecting them, should they fail to act in good faith, the carrier may well try and balk at covering them if a suit is brought. I hate the idea this would go that far, but there are ethical issues the board must act on once they are put in front of them as David did.
