Proxy and quorum?

I was freaked out about the proxy form as it states: #3. All information required on the Proxy signature sheet must be accurate and legible. Some signers used their RCSC golf card instead of the RCSC rec card. The expiration date most of the time is different. I sent an email to our GM Bill Cook asking if that would hinder the validation of my signed proxies and his response was "As long as we have a member number you are OK." I was also told the name must be as presented on the rec card. Most do not know unless they have their card with them. So, I was really relieved to hear the GM's statement as it pretty much says that all proxies will be validated if they are up to date with their rec fee. It is bad enough we cannot have them signed on RCSC property!!
I hope there are many of you out getting proxies as I am sure we will need plenty. My response from members has been good. But I cannot believe the people who have never gone to an annual membership meeting and are not interested.

 

Just curious. Do these proxy requests ask if it is for a specific issue or is it a general proxy vote for any issue that comes up?

 

Thanks for all you’re doing to secure proxies to meet the required 1250 quota! Please SAVE Bill Cook’s email, just in case there are “issues” with validation.

 

I know no one needs or is looking for the acknowledgement, but you guys truly are amazing. The efforts you have made, the lengths you have gone to are exciting to watch. I'm surprised by Bill Cook's response, they used to be pretty strict regarding errors when collecting signatures to become a candidate. The general rule of thumb was to get 125-150 so that if some were in error, you would still collect the required 100 needed.

Someone asked the other day on the Facebook page what would happen if we had 1200 people (between proxies and actual people) at the membership meeting. My response was nothing...because we need 1250. Her point was more on the actual plan once we met the quorum. It was a good question and i suspect one all of us aren't quite sure of the answer to. For those of you i have spent time with, you know i have no sense of urgency. I suspect that drives some of you/most of you nuts.

Sorry for that, but what we are doing is a long game, not a short fix it and be done. Organizational structure (especially non-profits) are always slow moving and cumbersome. They are built that way and for a reason. Change is terrifying to them. They insulate themselves from it and these past 15 years, they have literally built a cocoon around the corporation and insulated it from membership participation on any meaningful level.

20 or 30 people at board meetings were perfectly fine with them. Think not? How did they respond when a 100 or 200 members showed up and were angry. They fired Barbara in 2020 and nary a word was said so when they flushed Karen, they expected the push back to be minimal and would die down over the summer months. When it didn't, they threw a two story pickleball building into the mix 5 or 10 years down the road and thought that would placate everyone. They know it hasn't because for right now it is nothing more than a pipe dream.

Sun City, the documents and the relationships were built over a 45 year period. The community was always at the center of the equation. The old gm rewrote documents and created a community where you were cardholders and the RCSC management team and board were the end-all-be-all. That won't go away over night. It wasn't the gm alone who enjoyed the freedom to do as they pleased, any number of board members loved the idea of holding the power to do whatever they wanted. Power is an intoxicating drug. Weening people off it is always difficult.

We are looking for a paradigm shift. We are looking at several years of the membership's education. We are looking at decentralizing the authority they have taken and returning it to the rightful owners. It won't come easy, it won't be fast. If you think otherwise, you are fooling yourselves. Even if through some incredible activism we reach 1250 members and have a quorum on Dec 13, little will change. The system in place won't allow it. The board members sitting on the stage will actively try and combat it. If you haven't figured it out yet, they think they are right and we are wrong.

I look at the December 13 meeting as a trial run. It is the beginning of the long game. It is the start of returning the community to where it belongs; in a partnership with the board who oversee the general manager. That simply will not be done overnight.

 

Yes I have saved it!!!

 

They do ask you if you want a specific or a general proxy. I do believe everyone is getting a general one

 

Bill I think you are totally right. I do think the two by-law changes Karen brought up are a good start and I hope others will bring up things. We will just have to see how they react to everything. It would be really wonderful if we could meet that quorum!!

 

I also heard that some board members were collection proxies. They are not going to use them unless we meet the quorum. How can that be? All the proxies have to be turned in by the 3rd of December if they are validated they are then counted toward the quorum, I would think. Does anyone know the procedure?

 

An excellent question.

I would guess that since a "true" Annual Membership meeting hasn't been held since 2009, there are a lot of unanswered questions - as we've seen with the process of collecting proxies. Unfortunately for we, the members, the Board will be running the show and since - to our knowledge - nothing is written down anywhere that details what to do in case 1,250 members actually show up or give their proxies to collectors, it might be run the way that they see fit - not the way it was construed to be. Do you former Board members know if there is a manual somewhere in the bowels of Corporate entitled, "How to run an actual Annual Membership meeting if 1,250 people show up?" I don't see anything in the Bylaws or Articles.

Carol, you have a good point. Wouldn't Sue's and any other proxy "collectors" proxies that are turned in 10 days ahead of time be lumped in with OUR proxy votes that we are collecting? Since nothing else is on the proxy paper - no name of who the collector was - once they are all melded together, how would one know whose are whose? Any why would it matter? You would think the the Board would be pleased to see member interest and attendance for the first time in many years instead of trying to stop it. Is there some way - that we don't know about that - "their" proxies cancel ours?

And who is reading, verifying and counting these proxies - Board members? Staff?
And who is counting people at the door as they enter - Board members? Staff?

Makes one wonder, doesn't it?

 

I think if the Members manage to achieve a quorum with or without proxies and the board then decides to throw their proxies into the mix so that they can counter and oppose a Membership motion they will sadly see that the Sept. 13th meeting was a party!

If they believe the Members would stand for such back handed antics they're sadly mistaken.

We will have an indication of their intentions if we see the return of the Maricopa Sheriff's!

 

If RCSC handles proxy process like another organization I am familiar with…
If board members secure General proxies that are validated, they should automatically count toward the required quota of 1250. If the quota is met, then the members in attendance may present RCSC pre-approved bylaws, etc. that may be voted on during the Annual Membership Meeting. The official collector of record then holds the proxies they gathered and consequently can represent the members who signed for any voting during the annual meeting. The number of proxies assigned to the collector will be determined during the validation process.

I was suspect when Bill Cook and others said make as many copies as you want for anyone to use and not worry about the identifying name, # & seal on the upper corner.

Partial RCSC proxy procedures:
Procedure

1. Pick up either a “Specific” or “General” proxy form from the RCSC Corporate Office. Only RCSC proxy forms will be honored.

2. Complete and sign the RCSC Proxy Request Form.

3. Gather Proxy signatures. Only one Proxy form can be used for each Proxy given.

4. Return all signed Proxy forms to the RCSC Corporate Office at least ten (10) days prior to the Annual Membership Meeting.

5. All Proxy signature forms will be verified by RCSC.

6. RCSC Board Secretary will give notification regarding number of verified Proxies.

The collector must sign the procedure form presented at the RCSC office.

 

I don't believe that's correct. Any amendment to the Bylaws must be submitted 10 days before the meeting, 30 days prior to amend the Articles of Corporation.

 

Right, FYI, everything has to have their approval first…members are forced to wear RCSC issued straight jackets when trying to be involved!

 

Correct, FYI:
*With respect to amendments to the Bylaws, notice of any proposed amendment shall be posted in RCSC Facilities and/or on the RCSC website (www.suncityaz.org) at least ten (10) days prior to a Membership meeting at which these changes shall be considered. (still possible)
*With respect to amendments to the Articles, notice of any proposed amendment shall be posted in RCSC Facilities and/or published in the RCSC (SunViews) newsletter and/or on the RCSC website (www.suncityaz.org) at least thirty (30) days prior to a Membership meeting at which these changes shall be considered. Such notice shall include the proposed changes to the Articles. (not this year)
*Once a quorum has been established for any meeting, appropriate business may be conducted and decided by a majority vote of Members present unless otherwise required by the laws of the State of Arizona or Articles.
HOWEVER
Proposals or matters relating to the conduct of the business affairs of the Corporation, if brought before a Membership meeting, shall be referred to the Board for study. Such matters, being solely within the powers delegated to the Board in accordance with the laws of the State of Arizona and Corporate Documents, will be considered only as a recommendation to the Board. So, even if we manage to get a quorum and bring a proposed amendment to the Annual Membership meeting to present to the Board, it goes to them for study.
*If the disposition of these proposals or matters is determined by the Board not to be in the best interest of the Corporation, the Board shall announce its decision and such proposal or matter shall not be considered further. The Members may, by petition signed by at least ten percent (10%) of the total Membership of the Corporation as of the first day of the preceding July, bring the proposal or matter before the Membership for a majority vote of the Members present at a duly called and noticed Annual or Special Membership meeting.
And from the Articles (which supersede the Bylaws):
*4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail.

If I'm reading that correctly, if we introduce an amendment, it automatically goes to the Board "for study" (not for a vote), and if it is not in the best interests of the Corporation, the proposal or matter is dropped. THEN, we would have to sign a petition with 10% of the voters.

Clear as mud! Feel free to correct me if I'm wrong. I'd love to be wrong in this case!

 

You can read this crap till your eyes fall out of your head and it is still just anyone's best guess how it will play out. I've read it and wrote it too many times and it still makes no sense. I have the By-Laws from 2005 and there was nothing even close to this kind of clap-trap floating about. They wrote simply, concise language that said what it meant and meant what it said. The pile you are trying to interpret is written for the sake of being ambiguous and can be argued. Attorney speak and then some.

The other problem is there isn't precedent established to fall back on. The confusing statements you have been told by board and management is simply because they don't know either. If you think not, try and rationalize the game some of the board are playing by getting proxy votes but are not going to put them into play unless they have to. The whole point of a proxy is so that it counts as if a member were in attendance. In this case, holding them and not putting them in play unless they know if there is or isn't a quorum is utter nonsense.

They just keep digging a deeper hole and wonder why people are angry at them.

 

That's exactly why there needs to be a Bylaws Committee established made-up of both board members and Cardholder/Members (I hate the term Cardholder). They need to be thoroughly reviewed and amended giving back the powers that were originally granted to the Members.

Typically a boards powers are granted to them by the Members but as we know, the original powers were granted by virtue of the original Articles of Incorporation and Bylaws established by the founders of Sun City. From what I understand, those original powers worked in unison with the general membership very successful for many years, but as we have discovered those powers have been amended to handcuff the Members ability to do pretty much anything.

That needs to change!

 

Actually the collector's name is on the proxy form along with the date of the membership meeting. It will be interesting to see how many get validated!!

 

News!! S. Wilson is also collecting proxies. Passed them out at our ceramics club. Isn't that SWEET, she's helping us meet our quorum. Sure hope she's following the rules and didn't get their signatures on "her" rcsc property otherwise they'll be disqualified, oh my

 

OUTSTANDING Carol!! You are right, your name is on the collector of proxies form. Still can't figure out what Sue is trying to achieve. I would think that all proxies get lumped in together.

 

Wouldn't it be to her benefit to have proxy votes so that she could use them to block a vote if it comes to that? Very confusing process.