For anyone considering submitting "member motions" for the March 2026 members meeting please keep in mind that only those motions that meet the following criteria will be eligible to be voted on: 1. “Proper Member Subjects” include only those provisions that directly govern: a. Member rights, privileges, qualifications; b. Member participation in corporate governance; c. Member governance and procedures; and d. Any matter that must be approved by the Members under these Bylaws, the Articles of Incorporation, and the ANCA. Some lawyer hired by the Board will secretly rule thumbs up or down on whether any motion meets the above criteria and the motion maker may or may not receive an explanation. After 40 + years of successfully practicing law at the highest and most complicated/nuanced levels I can tell without a doubt that the criteria in a, b and c are completely subjective and meaningless. The criteria in d. is so narrow it will never apply. You have been Kised again! I am not sure when motions that are sure to be rejected are required to be submitted. Hey, while we are at it lets cancel the December Long-Range Planning meeting since there is nothing to discuss. Pure disgusting BS.
John, Based upon your detailed description listed, the motion that Tom intends to submit meets all of that criteria. Here is my two cents worth: There has to be at least an attempt to create an inroad. Sitting and doing nothing is not being proactive to the process of trying to regain member benefits lost. Tom has a fantastic grasp of the requirements needed and will submit an outstanding proposal. There is also a time period built into the new process that allows for revisions and further amendment prior to the vote. The board should be in contact with Tom or whoever else submits proposals for consideration prior to the meeting, so the motion will have been fully vetted. We shall see if this portion of the new bylaws hold true.
Carole, I could not be more pleased that Tom will be submitting a motion as I highly respect his grasp of the subject and humility. Unfortunately, the strength of my post may have overshadowed its message. Perhaps an example will highlight my disappointment with the lack of clarity in the revised Bylaws. Currently, members may call for a vote by petition. One of the requirements is that the petition submitted be signed by 10% of the membership. The ANCA provides as follows regarding members calling special meetings: 2. Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes, if the holders of at least ten per cent of the voting power of any corporation sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held. RCSC articles provide that the 10% requirement must be met for petitions to remove a director and to amend the articles of incorporation but are silent on what requirement must be met to amend the bylaws. Therefore, the Bylaws can provide its own threshold for petitions to amend the bylaws. So, let's say a member makes a motion at the annual membership meeting to have a lower threshold for petitions to amend the bylaws. Is this a permitted subject matter? Your thoughts?
Yes, and that seems to be the case as it currently exists. Amendments are required to be submitted a certain number of days before the voting takes. The 10% mentioned in the Article of Incorporation only pertains to the removal of a Director. First of all, there is no requirement that the Bylaws can only be amended using the Petition Process. That's only if you want to call a Special Session to do so. I believe if the amendment is submitted within the proper time frame, and proper notice has been given, I see no reason why not! According to ARS 10-11003 B (1), which also applies to amending the bylaws (see 10-11021), if the articles of incorporation expressly permit it, the members may amend the bylaws and we know that the Article do give the members the ability to do so. But...I do believe the Petition Process has been moved over to the Board Policies and it seems that Board Policies are "Affairs of the Corporation" and need to be studied by the Board, so who knows? As a side observation, I was disappointed that the revised Bylaws didn't include a separate Article on just "Amendments," which is something I have seen in most every other set of Bylaws I have been involved with. The Article would simply address the requirements for what it takes to amend them, such as previous notice and the vote threshold. It could have been broken down into two Sections, one Section for Membership meetings and one Section for Board meetings rather than burying them within each individual Article.
So does the lack of clarity as to amendments mean that there is the ability to create amendments to be considered and have them presented at the annual meeting? Would the lack of clarity create an opportunity for change? Really would like to know as planning could begin now.
I would say that submitting amendments to the Bylaws is definitely within "Proper Member Subjects." The Articles of Incorporation gives us that permission and the current Bylaws prescribe the method and requirements to do so. I will be submitting a motion probably this week and will be interested to see how its handled and posted by the RCSC. And I'll be more interested to see how many Members actually visit that site and translate into actual on-line votes. You know what they say about "Out of sight, Out of mind?" Dare I say that I wouldn't be surprised if not even enough Members will vote to achieve a quorum?
Except for those that regularly visit the RCSC website and those of us on TOSC, I don’t think there is any real interest in the community to give a hoot. The members have been alienated and have no real incentive to care anymore. If the intent was to have the membership become silent, it has been achieved. It will take involved board members who want to seek meaningful member engagement and do the due diligence to make it happen.
Agreed. This is probably what they intended. It will be another 12 year stretch before enough Members respond to online voting before we can actually hold a meeting again. A few of us who actually care will submit motions, but the vast majority that doesn't will not even vote!
This is when a printed newspaper article in everyone’s hands is so valuable. A bold headline can grab attention. Otherwise, we never get a chance to attract any body’s attention to items like voting rights for the members. Electronic media is not the right answer for meeting the needs of member communication. I know, continuing to beat a dead horse, despite being able to reference a clear need.
Well, I just submitted my motion to amend the Bylaws, Article IV, and return the ability to vote on motions within the context of a meeting where each motion can be properly offered, debated, and amended by those Members in attendance. It will be interesting to see this motion posted on January 30, 2026!
I am hopeful the tedious process written gets followed. I am also hopeful that the proposal receives due consideration that it needs for the benefit of the membership. Every little bit closer to membership inclusion is a good thing.
