Many of you were at last years Annual Membership Meeting. Yup, the one where we weren't allowed to vote at our own meeting! I sent the following letter to every member of the RCSC Board hoping someone will pick-up the ball and add this as an agenda item at the next meeting of the Board. Request to Amend the Bylaws: The ability to vote is one of the entitlements of being a Member of any organization. Membership entitles a Member the right to attend meetings, to make motions, to speak in debate and to vote, and those entitlements can only be deprived thru a disciplinary procedure. (RONR 1:4) That alone makes the restriction of Article IV, Section 4 of the RCSC Bylaws invalid, but that’s not the purpose of this letter. The purpose of this letter is to respectfully request that a motion be made, prior to the upcoming Annual Membership Meeting, to amend the Bylaw’s and strike out Article IV, Section 5, (Voting Procedures at Membership Meetings) which requires that all votes, at any meeting of the Members, shall be by ballot. By striking out Section 5 the method of voting simply reverts back to the standard methods prescribed in your parliamentary authority, Robert’s Rules of Order, which allows votes to be taken by, a voice vote, a rising/counting vote, a roll-call vote, or by unanimous consent. Once it’s stated in the Bylaws, lacking any exclusion, that all votes shall be by ballot, there are no rules that would allow that procedure to be suspended. (RONR 45:20) Requiring all votes to be by ballot means you can’t even approve the Minutes, an Agenda or call for a Recess without taking a vote by ballot!?!?! Important points: There were no official ballots handed out at last year’s Annual Membership Meeting, so even if we were allowed to vote there were no provisions made to do so, which leads to a more serious concern. Assuming we acquire a quorum at the upcoming Annual Membership Meeting, and assume a motion that is not related to the, so-called, “affairs of the corporation” is made (and I can name several) the last thing we need to hear is that the meeting will be adjourned to the following week so that ballots can be provided. A quorum may not be achievable if the meeting is postponed. And lastly, you have to ask yourself why Article IV, Section 5 even exists if we’re not allowed to vote at our own meeting? Tom Marone
It's actually painful to remember that fateful Dec day Tom. It started out so good and ended on such a sour note. It does all beg the question about what to do this year. We'll see eh?
Every time i think back to last years cluster-flock, i see red. Most of us knew and understood what our rights were once we had established a quorum. We had intentionally drafted the motions we submitted well in advance so there was no argument they would meet the required obligations under the bylaws. We also knew, once they dragged out the attorney, their goal was to deprive the membership of the rights they had been guaranteed in the Articles of Incorporation. Many of us had watched over the years as they changed the bylaws to strip members of their rights. They couldn't rewrite the Articles of Incorporation without a vote of the membership and the knew that would never fly. When we look back on what they do and how they did it, they simply have done whatever they wanted to achieve their end game. They know, as long as they have the majority of the board, the only recourse for the membership is to sue them. After years of watching ARS spend a fortune on legal fess, that game doesn't end well either. They know they can outspend any money raised by the membership, They know attorneys are reluctant to get in long drawn out battles with the RCSC and so, control is pretty simple. Unless and until the membership understands the importance and the value in electing board members who believe the membership should have a voice; an equal place at the table, nothing will change. It was the exact reason the now departed gm tried to put us all in the box labeled "card-holders." In Sun City West they call the members the owners; because that is indeed what we are. Keep pushing the envelope Tom, we quickly will see which board members believe in the rights of the members and those who think the management team is the reason they exist.
No question about it. Not only do the RCSC Articles of Incorporation give the Members the right to vote, so does the even higher authority, the Arizona Revised Statutes! But what do the RCSC Articles of Incorporation actually say? They say, “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.” Now...if that Article had read in the following manner, "The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members in accordance with Article IV, Section 4 of the Bylaws…” that additional wording could have validated the existing Bylaw, however, no such wording relating to additional requirements exist, therefore the Articles of Incorporation shall prevail as stated. But it's also important to remember that Voting is an inherent right of membership and a Member can only be deprived of that right thru a disciplinary procedure! It should also be noted that there are, in fact, 10 locations within the current RCSC Articles of Incorporation that instructs the reader to refer to the RCSC Bylaws for additional requirements. The wedge that divides the Members from the Board/RCSC is only growing wider, but I can't imagine how much worse it can get. There's already nothing a Member can do to oppose a decision of the Board/Management without first having to get permission from them to do so! Are we really "Members" of the community or simply the cash-cow occupants that pays for everything?
Something else to think about! The Articles of Incorporation (Article XIV) say that any amendment to the Articles "shall be submitted to a vote of the Members..." So if we're not allowed to vote at our own Meetings, then how will the Articles of Incorporation EVER get amended and updated? BTW, there are a few things in the current Articles of Incorporation that do need to be updated. When the Arizona Revised Statutes were revised many statutes got shifted around and are no longer covered under the designation stated in the Articles. Same is true for some of the Bylaws that are specified in the Articles of Incorporation. When the RCSC Bylaws had that major restructuring, some of the Bylaws were renumbered and they no longer coincide with those stated in the Articles of Incorporation! Just say'n! I certainly hope the Ad Hoc Committee is paying very close attention to what they're doing because a change in one Bylaw often has an effect on another.
Points well made Tom. One of the reasons i don't expect to see much in the way of the bylaws being done any time soon is because of how sloppy they were in changing them. Word is there is no "legend" or recorded dates of the changes made for easy reference. Virtually anyone who rewrites documents tracks them that way, if for no other reason as a frame of reference. Hopefully when they come out, they cross-reference every time there is a section mentioned elsewhere.
I'm not as much concerned about how the changes are documented as long as the date they were last amended is stated. I believe all that is necessary is the date it was most recently amended (on the cover page or as a footnote on every page). This helps people to recognize if they have the current version and could help in researching the meeting Minutes where those amendments were made. I'm more concerned about the number of Members it takes to achieve a quorum! It took an unbelievable 12 years to finally achieve a quorum last year and that was only made possible because everybody was pissed-off about Karen. With a more reasonable quota for a quorum we could hold meetings on a regular basis and make sure items like those mentioned above are addressed in a timely manner. I still believe the RCSC and the Membership would be much better served if the quorum was about 500 and we had more than just one Membership Meeting a year! Just my opinion!
While serving on the board back in 2012-2014, i was convinced once my fellow board members saw how challenging it was to reach the 1250 quorum threshold they would quickly reduce it to a more manageable number and 500 was the number i offered up. Not one bit of interest. Carole and i supported it, the rest voted against even allowing it a discussion. If nothing else, that moment alone speaks volumes.
