The bastards did it!

One thing I remember specifically (since we discussed it a lot on the old forum back then) was the lie the Director's told... ie, that T10 required the quorum be 10% of the members. What it said was, IN FACT, that it should be 10% IF corporate documents DIDN'T specify a quorum. Ours did back then -- 100. I also recall that a quorum change had to be approved by the members -- but I failed to keep copies of the AIs and BLs from those days, nor the applicable T10 sections. Maybe those involved in the lawsuit have them, though?

 

That is what they were telling members, Title 10 called for it to be 10%. I don't recall them mentioning the rest of it about the "if corporate documents Didn't specify a quorum." And i especially don't recall a membership vote to change it, but my memory is less than stellar these days. My recollection was simply the board changing the by-laws to say 10%. It seems odd to me that with all of the attorneys ARS has gone through that none of them looked at the quorum change and the legality of it. That was the game changer in my mind and why we are where we are today.

 

BP, you were posting on the forum back then too -- surely you remember the discussions. Didn't matter what any of us claimed, the board did what they wanted even then -- basically saying get a 3500/1250 quorum or go to court to force us. Hasn't changed much to today's situation.

 

They ignored the corp docs, but quickly changed them to get rid of their tracks. Now, only those of us who have lived here since before all this know it even happened. I'd guess only the GM was here then, none of the current board?

 

As to the ARS suit, I'd guess the law firm was focused on the PIF, which might result in a monetary award they'd get a percentage of. No money in the quorum argument.

 

I do recall IC and back in the day it was frustrating because many of the existing members knew better. The RCSC and the those running it have relied on the turnover to shove our history into the past. I could never quite get my head around why the gm wanted to ignore how special our history was, but it's more than clear now. It is almost laughable when we talk about it in the presence of current board members because they are simply clueless.

It's why i argued every board member at the very least should read Jubilee before being able to run. Ya, when pigs fly. The real question is if in fact they needed a vote of the membership to change the quorum and they simply did it with a change of by-laws and in violation of the State Statutes, is there anything than can be done about it now? Is there a statute of limitations? This is realty a question that an attorney needs to weigh in on. We should take it to the legal affairs committee, you know the one with all of the attorneys and judges on it...oh wait, that was the first committee the GM got rid of.

Kind of all makes sense now doesn't it.

 

The RCSC Bylaws states the following:

SECTION 3: MEMBERSHIP QUORUM
A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting.

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.


The RCSC Article of Incorporation states the following:
Article XIII
The Members of the Corporation shall be provided with the opportunity to vote by proxy in:

a. Amending the Articles of Incorporation

b. Members amending the Bylaws of the Corporation

c. The election of Directors*

d. Any other matter requiring an act of the members

*If the Bylaws provide for voting by mail in the election of Directors, the above-stated Proxy vote will not apply to the election of Directors.


Title 10 states the following:
10-3724. Proxies

A. A member may vote the member's votes in person or by proxy.

B. Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by the member's attorney-in-fact.

I didn't see anything in the RCSC bylaws or AI that prohibits proxies! We need to organize and get those proxies put in place before the annual membership meeting! But do proxies count toward a quorum? Hmmmm?

 

For anyone keeping score, we just blew past 8000 reads, which is 1000 reads in less than 5 days. I know the boards hope would be this die down and go away, but just the opposite is happening. The closer we get to September, the more the interest grows. We know board and management follow the site and after Carole's bombshell you can be certain emails and texts were flying wondering, is any of this is true, is it at all possible?

One can only smile as they sit scratching their heads asking themselves why they acted so poorly? What was the point of firing Karen; other than they did so to Barbara and no one cared, why is this such a big deal? Duh, pickleball, lawn bowling, tennis, mini-golf and horse shoes all have been treated like second class citizens. And, that says nothing about what they did to Karen. That says nothing about getting rid of the third reading over a topic that was laced with question marks and anger.

Arrogance is an ugly asset and one boards have too often used in dealing with members and issues. I'm the first to admit being on the board is a challenging role. Unfortunately this board made it even more so. And now we have people digging into past actions to see if they are even on legal ground regarding the quorum. To be clear, this isn't going away, its simply going to grow in size and scope.

 

Regarding the Annual General Membership Meeting, which the bylaws mandate. The RCSC bylaws state:

"Written notice stating the place, day and hour of the annual meeting of the Members shall be posted in RCSC Facilities and/or published in the RCSC newsletter (SunViews) and/or on the RCSC website (www.suncityaz.org), not less than ten (10) days, nor more than sixty (60) days before the date of the meeting."

If the rumors are true about an October 18th General Membership Meeting, then we are only a few days shy of the 60 day notice! The longer the RCSC waits, (which could be as short as 10 days) the less time we have to organize and or get our proxy votes in order.

I don't see any restrictions that prevent us from gathering those proxy signatures on RCSC property, unlike a referendum or recall petition!

 

Damn, just going over the corporate by-laws and noticed this little gem:
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.

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.

Gotta love the way this crap is written eh? That was the protections they had when the quorum was 100. Guess there was no sense in hedging their bets with the chance 1250 members would show up and pass a motion.

 

Nothing to be sorry about Carole and i certainly didn't expect you to do it. If i thought a lawsuit was the answer, i would have helped ARS when she spent 20 years and a boatload of donations from community members trying to beat the RCSC into submission. I didn't then and i have no interest now. My reasoning is simple: As a community we have the power to show up and make a difference. You know as well as i do Carole the board literally shits themselves when people start pouring into the room. They are so used to 20 or 30 members being there they have found it easy to just ignore the handful of those interested.

Think about it; how often has a member stepped to the mic, made an impassioned plea and they just let them spew and say nothing. Or, worse yet they turn to the gm and let her answer the question, kind of. It has been a system built around the concept of them being the end-all-be-all. And it has worked. For too many years golf was all they cared about. It still is to some extent and now with the water issues coming we are facing some really ugly choices. I can already tell you their goal will be to throw more money at the courses and out buildings which ultimately forces us to ignore the rest of the community at large.

I've never been anti-golf and i never will be. We were built as a golfing community and we will remain one. The problem was and still is, at what cost? There was never a cohesive strategic plan well planned or thought out. There's just been board members (predominantly golfers) who voted to spend ungodly amounts of money on the game. Acting in concert with the gm who made golf her object of affection, we charged forward as if the bill would never come due. We always knew water was going to be an issue, apparently we never fully understood how badly it would cripple us.

All yesterdays news. Today's news is far simpler; what about Karen and Barbara being fired? What about closing the sports venues at Mountainview with only two readings of the motion? What are their plans as we come to September and who is going to get kicked in the proverbial nuts as they try and placate those angered by their wanton foolishness? Lots of questions and the one thing i can assure you is if the members show up en masse they will be scrambling to try and resolve the anger before the October general membership meeting.

 

I don't mean to be a downer -- certainly legal avenues can be used, and I've often supported such. A "hail mary" is worth a try, but I think it's a long shot if there's not a dedicated group of people guiding/supporting it that understand legal tactics and have sufficient time and financial backing to stay the course.

As ARS found, the resources of the RCSC Corporation to resist legal challenges are financially limitless since contractually we members have to fork over whatever assessment dollars the RCSC demands to fund their defense. And, for reasons I don't understand, the RCSC seems able to draw on politicians (Gray & Payne) to assist them legislatively -- is there a quid pro quo with those two?

A decade ago many of us warned that the board/gm were getting to powerful. To BP's and CM's credit they tried to use the system by getting elected as Directors but unfortunately they were unable to achieve lasting change because the good ole boy directors and GM outnumbered them. The majority board has made sure "their kind" stayed in power by manipulating who could run and by purging directors who wouldn't fall in line (eg, McAdam, Brehm, etc) and replacing them with cooperative retreads.

The RCSC has continually modified the BLs to ensure their advantage, they've neutered the membership with a quorum that's nearly unachievable, and they've enacted policies that subvert any membership initiatives they don't like, they meet in secret and lie to us. These are all things T33-9 was intended to protect us from -- but thanks to the GM, Gray and Payne that ship was sunk. In politics they'd say this was a silent coup -- a revolution done legally and in the open. Regardless of the who/when/why, the fact is we are where we are -- and now faced with, essentially, a fascist run RCSC that is spending huge sums of our money with a complete disregard of the wishes of a large number of members.

In my mind the situation is essentially hopeless unless enough members organize and get behind electing a different minded board which can undo some of the damage and change the BLs back to being inclusive of member's involvement. Since the board controls who can run, that's a tough nut to crack. We know the silent power behind the board comes from some large clubs, but are there other sources? Those sources need to be exposed and their influence diluted somehow. Member apathy is a big issue -- this can only be overcome by exposing the facts via publicity designed to build member support for change. This forum isn't enough, letters to the editor isn't enough. But what is?

 

I kinda take issue with that statement!?!?! I will agree that the board seems to control who "serves", but I disagree that they can control who runs!

I think it was obvious that Karen McAdam's knowledge of boards stood head and shoulders above the others, but she was allowed to run and won! Only after she refused to go-along to get-along did the board terminate her. I expect the same happened with Barbara Brehm?

 

You are not being a downer IC, you are spot on in virtually everything you have said. The problem is exactly as you defined in a legal challenge; they have a limitless pool of assets to drag it on and on and on. I get encouraged though when i hear people in the community talk about enough being enough. September's meetings will tell us all we need to know whether this is a one off or for the first time in a very long time the outrage is real.

The board is already making plans to placate the pickleball players, as well they should. A second venue, one south of Grand Ave should be a given. The only real question will be; how do they accomplish that and where will it be? There's lots of options and more importantly when they agree to build something for them, will everyone quickly forget what they did as they turned a good portion of the community upside, simply because they felt they could.

It would be easy for me to feel all is lost but i have more faith in those living here than that. We'll see eh?

 

IC I agree with you. I have said this at least 2 times in this thread. The only way that there will ever be any meaningful change to what is going on is if the Members/Cardholder (whatever you want to call them) show up at board meetings in mass (1300 or more members/cardholders) at every single board meeting and membership meeting.

The Members/cardholders do have the power to make changes. They have the power to change the bylaws back to their original wording and intent.

Spouting bylaw paragraphs, articles of incorporation, Arizona Title 10, and this forum will NOT change a thing.

Only massive member partition will make a difference.

Remember, as stated on this thread, board member are reading. They are taking notes and planning their rebuttals.

They will not fold to forum threads. They will again involve their lawyers and politicians.

Nice to keep the thread going and seeing that people are interested in this topic, but we have to be realistic and live in the future.

MEMBERS - all those who are really interested in righting the ship, please show up at the first board meeting in September and the membership meeting that should follow.
Without membership involvement, nothing will change.

 

A couple of quick things; in response to FYI's comments about IC stating the board controls who runs. Having read IC's comments over the years i suspect he was more referencing controlling who wins. They can't prevent people from running, they have an enormous impact on who wins. From time to time they know little about a candidate and when the pool is small, they often push the lessor of two evils (for a lack of better phrasing).

The second comment is directed at SCR, good to see you are still with us btw. I post the articles of incorporation and the by-laws so readers understand how far we have come from where we were. It wasn't accidental, it was planed and purposeful. That said, i will cite this one line from the AI's because it is relevant. "4. T 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."

The members were always supposed to have the final say and to your point SCR you are dead on right...the only thing that matters now is the members show up in numbers like they never expected. So you understand, several of us have been keeping this thread alive and trying to grow the interest. Nothing else matters other than butts in the chairs come September.

 

From the RCSC website FAQ's:

What’s the history with the membership quorum?
The previous membership quorum of 100 was less than one-half of a percent (.3%) of the total membership and left RCSC and its Members at risk of being controlled by a small minority. Someone with 100 proxies could have made changes with numerous unintended consequences that could have done a great deal of harm to RCSC and Sun City AZ homeowners.

Following the advice of RCSC’s legal counsel, the RCSC Board of Directors (Board) eliminated this provision thereby causing RCSC to be subject to the default provisions of the Arizona Revised Statutes Title 10 which set a nonprofit corporation’s quorum at “one-tenth of the votes entitled to be cast.” Then the Board formed an Ad-Hoc Committee with the membership at large to propose a more reasonable number.

This Ad-Hoc Committee met on several occasions and in the end made a recommendation to the Board who adopted a 1,250 membership quorum on May 27, 2010, which includes proxies. This number is believed to be reasonable and attainable because it has been easily reached by Members present (with no proxies) at meetings regarding utility rate cases as well as other meetings and history has shown that one RCSC Member has voted in excess of 800 proxies at a prior membership meeting.

So this confirms that proxy votes count towards a quorum!

 

Just so you know...

Mr. Weiland's article in today's Independent titled, "Reader's citations not correct" needs to check his own citation! The statute he cited as being the correct one pertains to directors who were "designated or appointed." Sun City ELECTS their directors and removal of ELECTED directors is covered in a different statute and that statute also says that the directors can pretty much only be removed by a vote from the Members, the people who elected them, not the board of directors!

 

I found Dave's comments off-putting and was fairly stunned by his remarks FYI. He quit the board with a month or two to go a few years back and in his departure he was fairly critical about how he felt regarding all things RCSC. He used to post here and it would be good if he would weigh in himself. I'll leave it at that.

The bigger story is the piece you posted of the RCSC's history of the quorum. It is good to see they acknowledge proxy votes, it just might come in handy this November. The bigger issue to me is the bullshit they laid down regarding 100 members taking control of a membership meeting and doing something harmful. I posted it above but this is in fact the same language in place when the quorum was 100 and there was a motion from the floor: 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. 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."

Someone please explain to me how they were ever in jeopardy of anyone harming the RCSC with this language in play? It was bullshit then and today after the way they are dealing with board members whom they fire and the community as a whole, it's even a bigger, smellier pile of crap. Can i be more blunt?