That was the headline of the June 14, 2023 edition of the Sun City Independent and the article was a good read. I'm one of those in favor of the 500 quorum, the allowing of proxies, and that members be allowed to vote on motions made in annual membership meetings. Wondering how others on here feel....
And for those who don't get the Independent or read my response to that article... Thoughts on a new quorum. After reading the article in the June 14th Independent titled, “New quorum on the horizon?” I had several thoughts. Many argue that 500 members at the annual membership meeting is to low because a small number of attendees holding proxies could offer motions to amend the bylaws that might not be good for Sun City. First of all, one philosophy regarding a quorum is that the quorum should be set at the number of members you can reasonably expect to attend the meetings. How else can you conduct business if you can’t achieve a quorum? Maybe that’s why it was 12 years between our last two meetings? Next, any motion amending the bylaws has to be posted prior to the meeting so that everybody knows what will be offered at the meeting. Those who disagree with the motion have the opportunity to attend the meeting and offer their points of opposition and vote against the motion. And because the Articles of Incorporation gives the power to both the board and the members to amend the bylaws; if for some reason the members do manage to pass a damaging bylaw, the board at their next scheduled or special called session, can vote to eliminate that very bylaw. If the members still feel strong enough about their bylaw, they would need to go thru the petition process gathering the signatures of 10% of the community in order to call a special meeting and vote to override the board. Not a very easy task when you consider we can’t, for the most part, even get enough members to achieve a quorum at our annual meetings! And this is of course ignoring the fact that we haven’t been allowed to vote at our own membership meeting!!!! That’s a story for another day. And lastly, the motion on proxies stated in the article that was said to have failed because it didn’t receive a 2/3rd’s vote is another issue of concern. Someone needs to show me where in the bylaws that a 2/3rd’s vote is required to pass a bylaw by the board. If the bylaws don’t address the vote requirement then you look to the Articles of Incorporation. And if the Articles of Incorporation don’t address it, you go to the Arizona Revised Statutes Title 10 and 10-11003 will tell you that the board requires either a 2/3rd’s vote, or a majority of the voting powers whichever is less. A 2/3rd’s vote of a board of 9 is 6 board members but the majority of the voting power is only 5, which is the lesser of the two options. The good news is that the motion would have failed anyway because neither a 2/3rd’s nor the majority of the voting power had been met. And as far as the Minutes of the board meetings are concerned; when you take a Roll-Call vote the Minutes should publish the manner in which each board member had voted. Tom Marone Sun City
No. Each individual meeting is considered a separate session and if a motion failed in April it can be offered again in May and June and every meeting thereafter until it either passes or the maker of the motion finally gives up trying to pass it!
Exceptionally well written letter Tom. Kudos to you for helping the board get their head around this one. Seriously gang, this isn't that difficult. 500 members is a reasonable number. It can be reached and it's a large enough of a crowd to allow for discussion and ultimately the membership to vote and let their voices be heard. The proxy question is less troubling to me if the quorum is reduced to 500. Set it at 10 per member if you are that worried about a band of scoundrels destroying Sun City. The goal should be butts in the chairs. We absolutely have to get past this theory that those living here want to do harm to the community we love. It is lunacy. Most of you know how much i have hated the change in direction we took starting in 2006. The shift to a top down run organization has been devastating to the community. We made the assumption the GM and a small cadre of board members were smarter than the community at large. It was folly at it's finest. We already know how bad our technology is and in the coming months we will come to hear how poorly we have done with deferred maintenance projects. The tragedy is we had the money to stay on top of this stuff. Instead, we shoveled it in the bank, saving it for a rainy day. Tragic, because costs have doubled and tripled while the 1% interest we were accruing on it has left us behind the 8 ball. That's what happens when you tell the membership we have a fiduciary responsibility to be loyal to the corporation/general manager. It was nonsense when it was added to our documents and now as we are faced with paying the piper for blindly following, it will become abundantly clear why is was so misguided. Board members aren't elected by the organization/corporation, they are elected by the membership. Put the motion back on the floor at the June board meeting. Vote to change the quorum to 500 and lets have it in place for the evening membership meeting come November. Have the first reading in June with the second in September. Those against the idea will be able to speak against the motion. Leave the proxy piece out of for now and have to resolved and voted on before the member meeting the end of November. Simple enough eh?
