Full RCSC VIDEO -Bylaw Special Session

RCSC Official Video Special Session - (First Reading of Bylaws) - 6 pm Wednesday, October 29, 2025

 

I just started watching the October 30th Special Meeting of the Board of Director for the first reading of the Revised Bylaws. Just as he said in the first town hall meeting, Director Kise stated that many of the updates were because our bylaws had been changed over the years but had not been kept in compliance with current law. When I was on the Bylaws Review Committee a few years ago, I asked about bylaw changes being reviewed by the corporate attorney. I was assured that they were. I believe that I have heard the same since then. If the Board runs changes to the bylaws regularly to the corporate attorney, I have to ask, "Why are they not in compliance with current law?" If the law changes, it should be imperative that the corporate attorney inform the Board of those changes so the bylaws can be brought into compliance. Isn't that why we have an attorney?

 

Janet, the RCSC attorney on reta8ner is not a by laws specialist, just corporate. A specialist was retained this year to assist the the working group.

 

That's the way I understood it. However why have we been led to believe that our corporate attorney reviewed any bylaw changes? If he did, that supports my contention that RCSC may need other legal counsel. You didn't answer my question.

 

Janet,
The attorney deemed the corporate attorney deals with items such as potential lawsuits, reviewing contracts the corporation may choose to become involved with and reviewing potential changes made by the members that may affect the business matters to be dealt with by the RCSC. Their primary focus is litigation.
When legislation is passed that could affect Title 10, and more specifically, nonprofit organizations, that is usually tracked by a specific type attorney that is keeping track of the nuances each change can affect. Tracking changes to an entire section of the Arizona Revised Statutes is tedious at best. These attorneys that specialize in watching specific Titles and subsections are usually hired on a specific purpose rather than kept on full time retainers as the changes are usually not substantial enough to warrant a full time position. ANCA is a rewrite of current legislation with additional provisions added. These provisions offer direction for nonprofit organizations but nowhere does it mention or deem necessary to redo the language to the extreme extent that the committee chose to adopt. When the bylaws attorney, hired on retainer, reviewed what was presented, she would have no choice but to concur as written because what was drafted was the legalese as written within the law itself. There was latitude available within the scope of law and ANCA to have made the changes flexible enough to include the members. This was not done.
Long answer but I hope I explained the difference between the corporate attorneys scope of work and why he would not be involved with tracking Title 10 changes. Sorry for the length of the answer.

 

Yes, you explained it well, Carole. I hope Dave reads your explanation and passes it on to the other "working group" members especially the part about the language does not have to go the extreme of the language of the ANCA.

 

Absolutely, but a lawyer won't tell you if your new bylaw is good for the Member's or bad. They will only tell you if it's legal!

From what I can tell, ANCA, which is Chapters 24-40 in the Title 10, Arizona Revised Statutes, has been in existence since 1989, so how come it's only now we suddenly hear about it? Somebody hasn't been doing their job!

We desperately need a Legal Aid or Bylaws Standing Committee to review any amendments beforehand. These boards amend the bylaws more often than I change my underwear, which, in my mind, really cheapens their importance!

 

I also support a standing committee that stays abreast of legal issues affecting the RCSC and working with the board to address and advise what changes have occurred, if any of these changes have a direct impact on the community and the corporation and have a viable way to communicate these changes to ALL impacted.
There are some websites that I used to follow that would relay pending legislation, how far it has gotten, who is sponsoring the legislation as well as what committee is working on the bill.
Very little comes out on Title 10, lots on Title 33. I have read Title 10 standards repeatedly off the ARIZONA STATE LEGISLATURE site and have never seen a reference to ANCA once. I also read the posted version of Title 10 under the Arizona Law Review. Not one mention of ANCA. I have serious concerns about the applicability of this topic since it’s not widely known and apparently not widely accepted law. I also know that the RCSC operates under special legislation that has specific wording and rules unique to the RCSC. Which is why I question whether or not these changes to the statute even affect the RCSC. I am very tired right now so going back and reading lobbying notes on Title 10 just isn’t in my purview today. This could entail a ton of work and reading. Will let you know if I find anything later.
Wish me luck and patience, I will need both.

 

Question to AI: When was the last amendment or revision to the Arizona Revised Statutes, Title 10, Chapters 24 to 40, ANCA?

Response: The last amendment to the Arizona Revised Statutes, Title 10, Chapters 24 to 40 (Arizona Nonprofit Corporation Act) was enacted through Senate Bill 1272 during the 2017 legislative session, with an effective date of August 9, 2017. No further amendments to these specific chapters have been identified in subsequent legislative sessions through 2025.

And we're just finding out now that we weren't in compliance?

 

I don't remember our previous bylaw committee from three to four years ago even considering ANCA or any mention of it. And we had a lawyer as our chairperson.

 

As I just responded to Carole, I don't remember ANCA even being mentioned in the bylaws review committee I served on in about 2021, four years after ANCA was last amended. Why are we suddenly subject to it?

 

ANCA is not found using Findlaw.con, westlaw.com, Arizona Legisture search site or any other legal website I can find. I had to leave, but I tried the initials, spelling out the name nothing comes back for a reference. I see you posted that it was enacted by an action several years ago, but I don’t find applicable statutes yet to support application. Just got back so let me try some other resources I have to see how this is supposed to be used if it was an act, for what and what is the intent. Thanks will keep trudging

 

Membership Rights
Arizona nonprofit corporations may choose to have members, but state law does not require them to do so. When a nonprofit establishes a membership structure, rights and privileges must be clearly defined in the Articles of Incorporation or bylaws (A.R.S. 10-3601).

Voting members participate in major decisions, such as electing directors and approving mergers or dissolutions. Under A.R.S. 10-3708, nonprofits must provide members with meeting notices between ten and sixty days in advance. Bylaws dictate quorum requirements, ensuring a minimum percentage of members are present for valid decisions. Voting can occur in person, by mail, or electronically if permitted.

Members may access certain records, including financial statements and meeting minutes (A.R.S. 10-11602). While Arizona law allows nonprofits discretion in determining what records are available, transparency helps maintain trust. Membership rights may also include receiving notices of major actions and proposing amendments to governing documents. This is a portion of ANCA stating that members have rights of notice of major actions. 7 days notice of major action is inconceivable. Transparency helps maintain trust, right in the document.
Still working on applicability, as there seems to be a huge disconnect between enactment and application.

 

Carole, We are fortunate to have your expertise on this and other matters. Thanks for you time and efforts!

 

Thank you Janet. I am grateful for your acknowledgment.
ANCA is deemed as state law so it is applicable to nonprofit corporations. BUT members benefits such as involvement with the corporation at a participatory level is not excluded from happening just because of ANCA. Members benefit and outreach activities are not excluded from occurring because of ANCA.
Members meetings should follow established Articles of Incorporation as written. The AOI state that this corporation was founded for the benefit of the members.
ARS § 10-3708. Action by written ballot


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.

So, using the AOI as the prevailing rule of law, a ballot will be delivered to every voting member entitled to vote.

Here is the BS being used to undo members voting rights:

ARS § 10-3707. Record date; determining members entitled to notice and vote


A. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing that record date, the board may fix a future date as that record date. If that record date is not fixed, members at the close of business on the business day before the day on which notice is given, or if notice is waived, at the close of business on the business day before the day on which the meeting is held, are entitled to notice of the meeting.

B. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members’ meeting. If the bylaws do not fix or provide for fixing that record date, the board may fix a future date as that record date. If that record date is not fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

C. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing that record date, the board may fix in advance that record date. If that record date is not fixed, members at the close of business on the day on which the board adopts the resolution relating to that record date, or the sixtieth day before the date of other action, whichever is later, are entitled to exercise those rights.

I am sorry to say this but the only recourse I see is to seek legal redress for the corporation to adopt rules in accordance with the AOI.
I know filing suits is suing ourselves but it is also ourselves that is being completely undermined in our own members meeting. The ANCA allows for a standard membership meeting as is usually held, but when the RCSC changes the bylaws, and it will, the members meeting will be undone as we know it.
There was a choice and the rewriting made the choice to undo the very foundation of member freedom and that is the right to vote in accordance with our own rules. The basis of any free society is the right to vote in a democratic manner in accordance with acceptable norms. Not this shit as written. Pardon my lack of decorum, but this is a mockery of a free society being contorted into a system designed to undo established rules of the freedoms of this nation. This also removes the ability of freedom of speech to have a voice at the meetings as the president will decide what is to be discussed and decided, not the members. This is socialism in its finest form. The board will tell you what you are going to do and how you will do it. This is the worst example of a meeting description I have ever seen. How many other corporations have done such heinous acts to their members? Let me guess, setting precedent here? Sorry folks, this is beyond pathetic.

 

Nice work CM, but you know, because we heard it 50 times in those town hall meetings:
"ANCA made us do it!"
No, no they didn't...you did it all of your own volition.

 

Janet,

Tom has provided much more information about the Arizona Revised Statutes several times over many posts. As you said, you are trying to move and have limited access to TOSC. Tom has been trying to work, in tandem, with the board, to negotiate better outcomes for all of this. The board will not even acknowledge Tom and his outreach efforts.
All I have done is provide a quick synopsis of everything Tom has tried to emphatically say. Tom, I thank you for the AI information, it was a great resource. I used it as a reference point several times.
I dislike presenting such a negative outcome to what I had hoped would provide a better outcome.
The ANCA Is not accepted practice in all states due to the way the descriptions read. Most states have not accepted ANCA as law either.
The double speak is unacceptable and not in accordance with normal practice of the application of law. This is over the top.
So sorry again but I thank Tom for your help.

 

That's my argument. Regardless of how they do it, if they are going to make the Members vote without actually holding a meeting, then EVERY Member has to be notified on what the issues to be voted on will be.

You can't depend on who has a computer or who reads the RCSC website. They need to notify everybody, and the only sure method is by mail, or else that's a violation of our rights as well as the ARS.

That's very expensive!

 

Exactly! They are hoping to supersede the need for mailing ballots by offering electronic voting or paper ballots. BUT if you don’t have access to electronic communication then you don’t have the information available to know what the voting structure is, therefore, the RCSC has to mail out ballots to everyone to ensure every eligible voter has a chance to participate.

 

Back to the newspaper thing again. If you don’t inform those who don’t have access to a computer or other electronic device, then those members are not being informed.