It's Like The Old Cartoon...

For those of us old enough, we can easily remember the old cartoon where the guy walks into his yard and steps on the rake tines. The outcome was always the same, as the rake's handle comes up and smacks him squarely in the face. And then it happens again and again and the viewer is left one simple question: "why does he keep stepping on the tines?"

Yesterday's lawsuit invoked some of those same old feelings: "Why in the world does the RCSC board keep stepping on those damned rake tines?" Seriously gang...why do they (the RCSC board) insist on suffering self-inflicted wounds that create endless controversy and angst?

In another thread, Carole suggested they hire a "process manager." Someone who understood that for every action, there would be a reaction (my definition of their role), and one who apparently had their hand on the pulse of the membership.

We know historically, until 2006, we had an even better avenue for understanding how the community felt. Committees were ultimately responsible for digesting what was happening internally and widely influencing the board in their decision making process. Of course back then, the general manager had far less say in direction.

That dynamic and dramatic shift, neutering committees and instilling control in the GM'S hands, changed Sun City as we know it. As i have written numerous times; theoretically it could have worked, in practicality, it didn't. In fact what it did do was set us on a path of bad decisions with minimal push back.

It wasn't until June of 2021 when the board fired a board member and the proverbial shit hit the fan. At that same exact moment the board was shoving the 40-50 million dollar/8 year Mountain View renovation at us. That resulted in the 2 minute Sept board meeting with them scampering out the back door at Sundial and the crowd facing the three armed deputies and the newly installed GM threatening to have us arrested if we didn't leave. Truly an ugly point in time.

All of which brought us to the first in 12 years membership meeting where a quorum was reached. It was a great day for the membership and a truly bad day for management and their attorney. He appeared at the event and told us all we had no right to vote on the motions properly submitted and on the floor.

It was an out and out lie. Oddly, his comments that were recorded were somehow lost; the argument a bad video card, but the RCSC magically recovered the second half of the meeting. You know, the part without the attorney's foolhardy remarks.

I bring this up only because the most recent antics that triggered the lawsuit reeks of his hand print. When i read the first email sent declaring all of those submitted were being referred back for study, i immediately questioned the source or the logic for such a poorly thought out strategy. The rake handle clearly smashed them squarely in the face...yet another self-inflicted wound.

Why does this keep happening? I could waste your time with all the poorly executed actions of 2024, why bother. I/we/many of us hoped 2025 was a new beginning, one where the membership would be factored into the governing process. Where our voices shared in the future plans that are so critical to our success.

What's even more tragic is i went to the February board meeting and several of the motions being made were membership based. They were setting the stage to help create a community vision as the annual membership meeting was approaching. I had felt we were perfectly positioned for a meeting where motions submitted that were in fact bylaws, be allowed to be voted on.

As far as the lawsuit, i've never been a fan of suing ourselves. That said it is the right of any member to do so, and in fact when a board keeps stepping on the rake tines, those types of actions and reactions become more a reality. Self-inflicted wounds yet again.

I have no idea how this ends. If the RCSC board is looking for the long time RCSC attorney to provide direction or answers, strap in, buckle up and expect a rocky road. The tragedy of legal actions all too often becomes us versus them.

I know this: That's not our path forward, not even close.

 

Thank you for your history lesson, but I have a question for you. You allude to a cartoon, and allude to the fact that you can't believe this board is "hitting their faces with rake tines" once again. You also allude to the fact that you are not in favor of suing ourselves.

So - what DO you really think? How would YOU move forward? My intent is not to be a wise a$$ and toss the questions back to you. You are recognized in this community as a leader, and as a leader, many Members read what you say and follow you.

Are there any other wise words you might share with us?
Jean

 

The Board had plenty of opportunity to take a different approach, many were trying to make suggestions . . . . they did what they wanted and from an opinion of an attorney that caused this consternation in 2021 and also 2020 (I understand). Many Board members believed looking at a change in attorney was warranted, particularly after the 2021 nightmare . . . but no - we digress. Another legal consultant may have a different "opinion" of their choice of direction - again unfortunate it has come to this.

Now the latest Sun View has a large ad indicating we are not adults making our own decisions. Trying to claw back proxies. I explained to ANY person I collected a proxy from that all motions have not come out as of yet, and provided information on what I planned to vote on and how, and encouraged them to participate in person - that this is the better option. In encouraging them, I mentioned if there was a change of mind or schedule change and they could make it, that would be best and to let the registrar know they needed removal from proxy first.

But again, we are not smart enough or adult enough to handle proxies . . . isn't that ironic given the conundrum of the decisions made. What a sad day for Sun City. Avoidable and again, extremely unfortunate.

 

I had written them early on Jean but let me do it again: I had encouraged the membership to wade through the two meetings we had before the membership meeting. Obviously the board meeting was a limited opportunity engagement. However, what i saw in the motions made there had a direct line to what members were requesting. That was truly a positive step and one to build on going to the Exchange meeting on March 10th.

That was our opportunity to help the board understand the error/folly of their decision. Sadly, we'll never know if it would have made a difference. I've heard rumors the board was reconsidering their actions, whether that's true or not, i have no idea. I do know the list of motions was made was crazy big and they could not have gotten through it in the allotted time; not even close.

I also know as i read through them, several should have been allowed to be voted on. I also believe a couple of them arguably affected the "affairs of the corporation" and as i have written, were overreach. The vast majority of yours (as you described as more housekeeping) were best served via the proposed bylaw committee where you and others could have worked through them away from the maddening crowd and debating every point and counter point.

We've long argued their (board and management) to communicate more clearly and more openly. This is the classic example of how important that is. More so it fits Ben Roloff's often cited lament to me, "we can do/be better."

 

We can do WAY better!! Not to mention the motions weren't even published correctly. Ridiculous.

 

Perhaps under New Business you can make a motion to correct that?

 

Perhaps, but no, one was a duplicate motion with another member that we agreed upon a different version to be presented. However, the wrong motion was presented at the Board Coordinator's decision and the person that submitted that motion will need to do it. Also, the names associated with the motions weren't even correct. Due to the submission method, the motion maker was randomly chosen. It shouldn't have been that difficult. Call up the person and ask, but even though we were asked on one motion to coordinate - the decision on coordination was made for us. I just smh.

 

Dam Bill, I never thought you would quote Newton’ s First Law of Motion in one of your posts. Excellent and people are probably running to Google now to see what it is.

 

I believe it's more like Newton's Third Law, "For every action, there is an equal and opposite reaction"

The Board's decision to not allow voting at our Membership Meeting will only cause an opposing uproar from the Membership!

“You reap what you sow” The Board has no one but themselves to blame for any repercussions!

 

What harm would come by delaying the membership meeting for 2 weeks? Proxies can be grandfathered to meet the meeting date. Within the 2 week delay, a calmer, more informed voice could better explain the actions of the board, decide which amendments are appropriate for voting now, and for a change, be more transparent about what and why the board will do for the members meeting. This silence by the board, plus now needing to respond to legal action, is not helping the members as a whole. It also makes the board members appear weak and afraid to do their jobs. Yes, they have an attorney advising them, they need to get another attorney for a different point of view on this current calamity. There is always an opportunity to seek alternative counsel for the best outcome for all concerned.
So I suggest, in my opinion, a delay in the meeting, immediately post the motions which are easy enough to vote on, and the amendments that are challenging the current method of business, be ruled on by the board and allow the author to revise their motion for a vote at a later time. Grandfather the proxies, making them valid for a vote of a later date.
Then, the RCSC needs to recognize the affront to the members, make an apology, and be open about the decisions going forward. This secrecy is alienating the members and creating more uncertainty and ill will.

 

Well, they can certainly Fix the time to which to Adjourn meaning that the proxies will continue to be valid, however, will enough Members show up at the adjourned meeting? I think many Members are pretty discusted with the whole process and no longer have any interest. They will simply go about their own business and the RCSC be damned!

If they are still using the same attorney they used at the 2021 meeting, and who gave such bad advice he should have been charged with malpractice, we're in for trouble.

 

First law, Third law, it is in his laws of Motion. An object in motion tends to stay in motion. An object at rest tends to remain at rest. There is one more but I forget it.

 

I read this with great interest. Please understand that it is Jim Hienton's (the lawyer) role is to answer the question he is asked. If the board asks, "how can we block voting?", IMHO he will offer advice on arguments that can be made to block voting. (If he wants to continue representing RCSC). So, it is unfair to blame the lawyer for representing the client's wishes. I would ask if there were any members of this board that were also members of the board when this first happened. I don't know if there are.
I represent the rake in this story. Stop stepping on me is what the lawsuit is all about. I find it unacceptable that the board would argue that the motions to amend the bylaws may relate to the conduct of the business affairs of the corporation therefore no voting is allowed. The argument I am making for myself (being denied the right to vote) is the BYLAWS EXCLUDE AMENDMENTS TO THE BYLAWS FROM BEING CONSIDERED THE BUSINESS AFFAIRS OF THE CORPORATION. Read it for yourself

A. “Business Affairs of the Corporation” is defined as all matters conducted by the Corporation, excluding amendment of Bylaws, that are not in violation of its Corporate Documents or The Arizona Nonprofit Corporation Act in effect at the time the matter is conducted.

 

RCSC needs a different attorney.

 

In response to the earlier statement “Please understand that it is Jim Hienton's (the lawyer) role is to answer the question he is asked. If the board asks, "how can we block voting?", IMHO he will offer advice on arguments that can be made to block voting. (If he wants to continue representing RCSC).” I truly don’t believe the question of the attorney would be the one quoted. I would think the question would have been “what do we do now or “how do we proceed”. I truly don’t believe that the members of the board intent was to block voting. I still believe the advice given to the board was not in the best interests of the RCSC or the members. In my opinion, this was a knee jerk reaction to a situation requiring additional oversight. I would not expect a wholesale removal of motions to occur if the lawyer would have done more than a cursory review of the situation. I am not an attorney, never claimed to be, but there are standards of conduct one expects to be followed when offering advice to a governing body. Knowing the implications of the advice offered and providing an accurate assessment of the impact and potential outcomes is crucial, so why would the advice be to pull ALL of the motions? This is, to me, demonstrates poor judgment on the part of the attorney and the board for accepting this opinion on face value and not questioning the outcome.
The fact is that the board took this action, has not been forthcoming in maintaining an open line of communication and has created an adversarial relationship between them and the members. Shame on them.

 

It demonstrates laziness to me.

 

As I read some of the motions, I think they were not appropriate for bylaws. Instead, a wolf in sheep's clothing.

 

I think that's an overly strong statement that minimizes what John is trying to accomplish. That said, posted this in another thread and will post here as well. I think it needs an answer or rebuttal:

I asked a specific question in another thread John and your comments led me to believe the members should be allowed to vote on anything and everything contained in the bylaws. One of the often stated arguments regarding a board member/trustee's obligation of any non profit organization can be found here: "Trustees of nonprofit organizations have a fiduciary duty to act in the organization's best interests, ensuring its mission is upheld, finances are managed responsibly, and operations are compliant with laws and regulations."

That's just the Google search AI short version with a far more detailed list posted below:
1. Fiduciary Duties:

• Duty of Care:
  Trustees must exercise reasonable care and diligence in managing the organization's affairs, including reviewing financial statements, monitoring programs, and ensuring compliance with laws and regulations.

2. Strategic Planning and Governance:

• Mission and Vision:
  Trustees help define and maintain the organization's mission, vision, and values, ensuring they guide all activities.

3. Financial Oversight:

• Budget Approval:
  Trustees approve the organization's budget and monitor its financial performance.

4. Program Oversight:

• Program Evaluation:
  Trustees monitor and evaluate the organization's programs and services to ensure they are effective and meet the needs of the community.

5. Legal and Ethical Compliance:

• Legal Compliance:
  Trustees ensure the organization operates in compliance with all applicable laws and regulations.

6. Board Member Recruitment and Development:

• Board Recruitment:
  Trustees play a role in recruiting and selecting new board members, ensuring the board has the necessary skills and expertise.
• Board Development:
  They provide training and development opportunities for board members to enhance their skills and knowledge.

• Duty of Loyalty:
  Trustees must act in the organization's best interests, avoiding conflicts of interest and prioritizing the organization's mission over personal gain.

• Duty of Obedience:
  Trustees must ensure the organization operates in accordance with its governing documents, policies, and laws.

• Strategic Direction:
  They develop and approve the organization's strategic plan, setting long-term goals and objectives.

• Policy Development:
  Trustees establish and review policies and procedures to ensure effective and ethical operations.

• Performance Evaluation:
  They regularly evaluate the organization's performance against its goals and make necessary adjustments.

• Resource Management:
  They ensure the organization has sufficient resources to carry out its mission and programs.

• Fundraising:
  They play a role in fundraising efforts, supporting the organization's ability to secure funding.

• Financial Reporting:
  They ensure the organization maintains accurate financial records and reports.

• Program Development:
  They may be involved in developing new programs and services to address emerging needs.

• Advocacy:
  They may advocate for the organization's mission and programs at the local, state, or national level.

• Conflict of Interest:
  They must avoid conflicts of interest and ensure that all decisions are made in the organization's best interest.

• Accountability:
  They are accountable to the organization's stakeholders, including donors, beneficiaries, and the public.

6. Board Member Recruitment and Development:

• Board Recruitment:
  Trustees play a role in recruiting and selecting new board members, ensuring the board has the necessary skills and expertise.
• Board Development:
  They provide training and development opportunities for board members to enhance their skills and knowledge.

Clearly a lengthy list and board members once elected have obligations beyond the organization's documents. With that in mind, should a member propose a motion regarding the annual lot assessment be reduced to $400 or $500 per year, are they obligated to allow a vote on the question, or knowing the motion, if passed, could cause irreparable harm, refer it back for study?

 

Bill,

IMHO, for a variety of reasons, the hypothetical you pose would not be possible under our current bylaws. This is not a legal opinion and should not be treated as such.