Full RCSC VIDEO -Bylaw Special Session

Calling it a night. It has been an arduous journey and not at all happy with the outcome. Shutting it down as the results are too depressing.

 

My argument is, it doesn't have anything to do with the act of voting. It's the requirement that EVERYBODY has to be informed of the issues to be voted on!

I contend that it's much easier when voting happens at a meeting because notice has been provided along with the motions and everybody who is intending to attend the meeting knows exactly what's going on. When you're being asked to vote on issues without a meeting, and not being able to hear or participate in debate, or amend the motions, you're pretty much being asked to vote blind!

Hense, everybody has to know what they're being asked to vote on!

 

Let me be perfectly clear: Every thing we see in the bylaws regarding the members being able to vote is about one thing and one thing only: They are absolutely terrified of the members gathering and having the right to vote. They can't control the outcomes and they hate that.

Every thing else is smoke and mirrors.

 

I was just reading and looking for how to create and frame a new nonprofit corporation on the Arizona Corporation Commission and nowhere, not anywhere, is there a reference to ANCA. I would think this would be an integral part of forming a nonprofit corporation and needing to know the specifics of what is needed to be compliant with the law. I looked in several locations on the site and no mention of ANCA anywhere. Now wouldn’t the ACC know to advise potential clients what they need in order to be legally compliant in Arizona?

 

The Arizona Bar Association also has nothing to read on ANCA. A State law that no legal written rule can be found. I looked to see if any other nonprofit has written bylaws to ANCA. None found. Sample bylaws for a nonprofit corporation using ANCA? Usual member meetings with standard notification. Imagine that.

 

Janet, as far as I know the corporate attorney did not do any work on the bylaws. Now if the Board contacted the attorney, that is outside my scope of knowledge. Does that answer your question?

 

The Arizona Nonprofit Corporation Act is the state law governing the formation and operation of nonprofit corporations in Arizona, found within Title 10 of the Arizona Revised Statutes. Key aspects include filing articles of incorporation with the Arizona Corporation Commission,

2024 Arizona Revised Statutes
Title 10 - Corporations and Associations
Chapter 1 - GENERAL PROVISIONS
Article 2 - Filing Documents and Fees

• § 10-120 - Filing requirements

• § 10-121 - Forms

• § 10-122 - Filing, service and copying fees; expedited report filing and access; same day and next day services; posted wait times; advance monies; definition

• § 10-122.01 - Public access fund; purpose; exemption; money on deposit account

• MANY MORE …

State Nonprofit Corporation Law

10-3101. Short title

Chapters 24 through 40 shall be known and may be cited as the Arizona nonprofit corporation act.

https://www.azleg.gov/viewdocument/

 

I can read what is written just as well as you do. Where do you see references to ANCA anywhere, because I don’t. If you are going to direct the writing of corporate documents wouldn’t something that is supposed to be included to be legal be advised to include in the information. The paragraph references what legally needs to be written in the documents, but nothing refers to the ANCA RULES that are supposedly mandatory.

 

You were led to believe incorrectly, by laws were reviewed by the by laws attorney. That should answer your question.

 

I understand that this current bylaws revision was reviewed by a bylaws attorney. Nonetheless, I had been led to believe that anytime the bylaws were changed previously, they were reviewed by the attorney. Is this the first time a bylaws attorney has reviewed them? When you and I served previously, the corporate attorney was the one who reviewed them.

Bill and Carole have indicated that there used to by a committee of volunteer attorneys that reviewed bylaw revisions but it was disbanded during Jan Ek's tenure. I am sure there are many attorneys in our midst that could step up to the plate to serve on that committee if it were reinstated. It might save RCSC some money, especially important since Preston Kise said RCSC was way, way over budget for attorney fees this year. That would just make sense to me........unless someone is afraid of what they would recommend.

 

As far as I know the corporate attorney did not review the by laws on the by law’s attorney.

 

I meant that I was previously told the corporate reviewed any proposed bylaws in past years, not this committee's work

 

I am of the opinion that there was no major noncompliance with title 10 and this is being used as an excuse to make radical changes.

 

So noted.

 

Perhaps Mr. Wieland can answer this question about the difficulty finding information on ANCA for nonprofits. He was on the committee. The Townhall meeting frequently referred to ANCA law guiding the working group and Mr. Wieland frequently espouses his vast knowledge of legal issues. It has been my impression that the Bylaws working group had poured over ANCA while rewriting our bylaws. He should be able to tell us where and how to access them.

 

Janet,

Dave is telling us there was no material noncompliance with the ANCA and the Board is, regrettably, lying to the members. At least that is what I think he is saying.

John

 

My cousin used to work for NexusLexus. Unfortunately she passed away more than a decade ago. Otherwise I would ask for her assistance on understanding some of this. Perhaps you can explain that in plain language for those not versed in law, John.

 

Janet, I will do my best to explain. When I was on the Board, I reviewed the ANCA extensively. We also met with the corporate attorney twice. I was not aware of any material noncompliance of our bylaws with the ANCA. Neither were any other members of the board. After my board service I made a controversial proposal to allow members equal rights to amend the bylaws. I had hoped it would spur debate but that was not allowed. Instead, like the previous board who had been advised by the same lawyer, the board stonewalled and did not allow a discussion, amendment or debate. The answer, like before, was a bylaw review committee but this time the board president claimed the bylaws needed to be revised to comply with the ANCA because the law had been amended. As Tom Marone pointed out the last amendment to the ANCA was in 2017 and our only corporate attorney did not advise the eight boards since then that there was a need to change the bylaws. Hmm.
Having studied the ANCA for as long as I have, I know with a high level of certainty there was no material level of noncompliance in our bylaws. I asked through the wizard of oz channels (write the board) for an explanation, and none came. Dave's response indicates to me the noncompliance claim is a ruse. For if there was material noncompliance valid
arguments could be made any action taken under those bylaws was invalid, particularly because the bylaws did not contain a "savings clause". Think of where that would lead us - and how far back were the bylaws invalid?
Again, I believe this is all a ruse constructed by people who have no clue what they are doing.
But hey, take a look at the number of board policies that are being amended by the same folks.

I have concluded the situation is hopeless. The nuts are running the nut house.

John

 

Thanks, John

 

Rather than espouse noncompliance, there is the language issue, that should a challenge had arisen, the RCSC would not have been well prepared to respond or support the written rules versus correct compliance. The bylaws, as written, were not conclusive enough to provide a legal defense should a legal action been filed. In today’s litigious society it’s imperative that the language support possible action.
Having said that, the language, in my opinion, could have been presented in a different manner. The written rewrites follow the letter of the law. I feel the wording could have been softened a bit and still delivered the same message. Here lies the problem, the message would have been the same, no matter how the verbiage was changed. No one is content with the content, no matter the message. But the words simply convey the letter of the law. The RCSC has a duty to abide by the law no matter what the content is written to.
The language in the bylaws changes are not the warm fuzzy feelings we had all hoped for. We had hoped for a written document that would demonstrate the good intentions of the RCSC towards the members and it didn’t happen. The board is embracing this written document as amended, which means the process will need to continue to evolve in order to create legal status yet be written in a manner in which members are included in a more efficient manner.
Noncompliance was never an issue that I can see, what I do see is a need for a better definition of what the law allows versus what is required. The definitions are in need of revision and reform to be more inclusive of the entirety of the law not just the justification for it.
By the way, Dave was not lying, merely responding in a legal fashion to the charge of not writing ethically.