The bastards did it!

Discussion in 'Sun City General Discussions' started by FYI, Jun 27, 2021.

  1. FYI

    FYI Active Member

    I find this very interesting and I will defer to you since you have a better understanding of legalese than I, but...

    10-3722 the RCSC Articles of Incorporation or Bylaws provides the Members with their quorum requirements...and

    10-3824 the RCSC Articles of Incorporation or Bylaws fixes the quorum requirements for Directors...and

    We know that the RCSC Bylaws do, in fact, set the limits of a quorum for both the Membership and the Board.

    10-11023 appears to be only in regards of amending the Articles of Incorporation or the Bylaws by increasing the quorum or voting requirements.

    What confuses me is the history of the changing quorum requirement. It's my understanding that at one point it was only 100. Who knows what it was before that? Then I understand it went up to 3,500 and then reduced back down to the current 1,250!

    I don't see any other quorum requirement within chapters 24 thru 40 other than 10-3722 and 10-3824.

    I guess I'm agreeing that the RCSC apparently violated 10-11023 when they increased the quorum from 100 to 3,500?

    Once again...I defer to you, but is that how I should be understanding this? The RCSC didn't violate the statute until they increased the requirements?
     
  2. CMartinez

    CMartinez Active Member

    Well, I have been somewhat scanning Pro Bono legal efforts, and since the RCSC legislatively worked themselves out of being an HOA, I have yet to find something substantiave about attorneys who fight negligent corporations. I am in the middle of reading, said with eyes falling out, about Grants for community groups that are not 501C3. There exists a plethora of information as to who will provide grants to a community group seeking to enhance the livability and viability of a local community. If you tie that information to seniors, as we have in Sun City, the reading becomes much more interesting. As a matter of fact, there is at this point way too much read, so I have got to pick and choose which direction to try and look in. I am truly trying to do my due diligence on this subject, it is not something one can glaze over lightly. Once I can find something related to community activism and/or senior residents not being treated as equal members or their members rights have been violated, I will then be able to drill down to a tighter circle. There are several options to choose from, just got to read, ALOT, about the focus of the grant and who is providing the monies, how to apply as well as very strict timelines. Yep, got my free time tied up for a little while anyway. There are so many opportunities out there for monies for community activism, seniors, as well as fighting against pervasive corporate malfesance, I truly don't have a great idea where to start, although I think following the trail for seniors will be my most productive. Still trying folks, will not give up easily.
     
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  3. CMartinez

    CMartinez Active Member

    FYI, The statute clearly states the board may not increase (amend) the quorum without the membership approval. That is exactly what happened all those years ago. It further states in Section A the only authority to amend a bylaw to change the quorum is to be done by the members and not the board. The bylaws have been rewritten so much, no one can remember what the original bylaws read, which was done purposefully. There are also other statutues regarding the dismissing of a director from a board, the process that needs to be followed, and the benefits that should be afforded a sitting director prior to being dismissed. Yes, it would be great if I could just post everything out in the open, but I fear the laws and bylaws will then be changed to cover someones ass. For all of this work to meaningful for the members, it needs to be viewed by an attorneys eyes prior to anymore changes occur in the documents.
     
  4. BPearson

    BPearson Well-Known Member

    Carole. I just got a lengthy email from Barbara in Florida who is following along on the thread. She had sent me a copy of the suit she was going to file when they fired her and she said i could share it with people. In all honesty it is over my head, legal just ain't my bag. I think she was looking at it the same way you are and frankly she was stunned by the attorney ARS used and that he chose not to include the argument.
     
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  5. CMartinez

    CMartinez Active Member

    Bill, thank you so much for sharing Barbara's letter, it is beyond amazing!! I recommend that it not be posted to any electronic media, as to alert anyone else as to what direction or intent our "group" may be trying to look into. It appears to me, the more we "share" with each other, the more the BOD and others feel empowered to do truly stupid and beyond ludicrous activities. Barbara's letter is clear on the direction and intent the group should follow in, and has presented many strong arguments and proof of her desire to see this to fruition. I will do all I can to keep the process moving forward, as has others who have been in contact with me. I am so encouraged by what I read and see, this is going to be an amazing awakening for this community to be back to its roots again, being of the members for the members.

    There is documentation within Title 10, and other statutes, which describes the proces to remove the entire board at once. Once I get a handle on some of the language and nuances of other statutes, I will make every effort to make sure to get some information that is useable to others out there.

    Thanks all
     
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  6. CMartinez

    CMartinez Active Member

    Well, as I was doing some light reading (yea, right) I found this little gem in Title 10. Yep, it is a lot of legalese, but the gist of the section is the members can remover the board of directors by voting to do so. It further states that a director who was elected by the members may not be removed by the board of directors. It also clarifies that a board member can be removed for missing board meetings, but nothing else is declared by Title 10. The RCSC like to beleive they can operate lawlessly, and have no consequences, I am here to tell you, they can be removed by a vote of the membership, all of them at one time! Should we be able to organize and have a quorum, the Sun City Membership can have their community back, and lose the stupidity which is trying to drive this community into the dirt. Yes, I did put this in electronic format so those that are doing all they can to reduce the membership to nothing is being informed the members have rights per the State of Arizona, and intend to exercise those rights as soon as can possible be attained.

    10-3808. Removal of directors elected by members or directors

    A. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or bylaws.

    B. If the articles of incorporation or bylaws do not provide a procedure for removal of a director from office:

    1. The members may remove one or more directors elected by them with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

    2. If a director is elected by a class, chapter, region or other organizational or geographic unit or grouping only the members of that class, chapter, region, unit or grouping may participate in the vote to remove the director.

    3. Except as provided in paragraph 9, a director may be removed under paragraph 1 or 2 only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

    4. If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, region, unit or grouping of members, the number of votes of that class, chapter, region, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal.

    5. A director elected by members may be removed by the members at a meeting by written consent or by written ballot of the members authorized to vote on such removal. If the removal is to occur at a meeting, the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.

    6. In computing whether a director is protected from removal under paragraphs 2 through 4, it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.

    7. An entire board of directors may be removed under paragraphs 1 through 5.

    8. Except as provided in subsection C, a director elected by the board may be removed with or without cause by the vote of two-thirds of the directors then in office or any greater number as is set forth in the articles of incorporation or bylaws.

    9. If, at the beginning of a director's term on the board of directors, the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of meetings of the board of directors, the board of directors may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

    C. Notwithstanding subsection B, paragraph 8, a director elected by the board to fill the vacancy of a director elected by the members may be removed with or without cause by the members, but not by the board of directors.
     
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  7. IndependentCynic

    IndependentCynic Active Member

    At this point I could easily imagine the RCSC attorneys that fought ARS' lawsuit and engineered getting laws changed after a judge had already ruled against the RCSC are on the clock again.
     
  8. FYI

    FYI Active Member

    CMartinez, here's what I've been told and is validated within Robert's Rules and case law. As a matter of parliamentary law, if a statute provides that the bylaws may provide otherwise, then the inclusion of Robert's Rules if Order as the parliamentary authority in the bylaws is sufficient to provide otherwise.

    The statute 10-3808 allows for the articles of incorporation or bylaws to provide the procedure as specified in "A". The state recognizes that the corporation has somewhat bound themselves to the Members with a contract (the Bylaws) which were established by both parties. The corporation and the Members both agree to live within those rules. It's the contract law theory!

    Therefore, if the statutes don't allow the articles of incorporation to provide otherwise, and there is no other guiding rule or procedure found within the corporate documents, then and only then do you look to the state statutes to provide the remedy.

    Robert's Rules refers to this in the 12th edition 45:71 and 56:49n1. There is also case law where the ruling allowed the organizations bylaws to take precedence.
     
    Last edited: Sep 15, 2021
  9. BPearson

    BPearson Well-Known Member

    Dudes and dudettes: congrats, gang, a thousand reads in one day (i posted this morning, congrats on 16k and tonight we blew by 17K). Somebody is paying attention. Wonder how many are board and management?
     
  10. CMartinez

    CMartinez Active Member

    So, FYI, how does Roberts Rules of Order address the lack of application of said rules by the parties involved? Yes there is case law which uphold the rules of a corporation that has written guidelines in their bylaws. What did the changing of the law do for the RCSC and its cardholders?


    The finding of the State of Arizona and support by State Law, that the Recreation Centers of Sun City Arizona are not a homeowners association, also frees the owners from the support of the Recreation Centers of Sun City because there is no contract.


    The owners are free by virtue of a change in the contract to which they agreed when they bought their home. The agreement supposedly “went with the land” as did the homeowner association relationship. RCSC has no burden of the annual payment on the land because it is not a homeowners association and has no easement right and is not described as a private corporation in the charter of the RCSC and so is not a requirement for ownership anywhere in Sun City.
     
  11. IndependentCynic

    IndependentCynic Active Member

    Wow! That revelation will surely ruin a couple Board members breakfast.
     
  12. BPearson

    BPearson Well-Known Member

    I had mentioned i wanted to come back to IC's comments made above after having condensed it to focus on the more meaty aspects of it.

    The first paragraph, last two sentences are spot on. We have lost a sense of community, which to me, is the worst of all outcomes. There's no question the changing technology has impacted how we live and interact. In the 60's and 70's the back yard and the gatherings held by DEVCO every month were for that exact reason. Whether it was the Sun Bowl shows, the baseball/Saints softball, any one of the events the company sponsored like the pot luck dinners and new-comers coffee's the goal was to create a cohesive community committed to caring. Hell, they helped us write the documents to insure Sun City stayed that way.

    New technologies has allowed people to move here and stay connected back home. Online activities keep people glued to their monitor and the pandemic accelerated the problems as people locked themselves away and the television became their new best friend. Clubs over the last year and a half have been decimated, getting people back will be a long slow churn. But let's be clear, that shift wasn't a two-year-ago phenomena, it's been a steady drip since the boomers started coming here.

    Many of us understood what was going on, i've written about it for years. I always started it with this premise; you can't stop change, you can learn to manage it. What became apparent and so frustrating to me was the RCSC had no interest in trying to change anything to address it. In fact, one could argue they embraced it. The slogan "The City of Volunteers" literally and figuratively identified the community and why we were different than the other 1000 plus out there. We dumped it for a wholly different message; "The Fun City."

    They did virtually nothing to promote our history or teach those moving here how and why we worked. In Sun City West they have had the TORCH program for a long time, so potential leaders in the coming years could attend and become versed in the governance aspect. We recommended it to the board from committees and like i said, the board was a place where new ideas went to die. I honestly believe the RCSC wanted to move away from the rich traditions and become exactly what we are today, a community run by the board and driven by management.

    The second paragraph is the meat and potatoes of IC's comments. The challenges we will face are daunting. Water is and even more so, will be our never-ending nightmare. Between Viewpoint lake and the whole water management plan 5 set to hit us in 2025 (if not sooner) our costs to deal with the shortages will be substantial. Sadly, if you asked 1000 people living in Sun City to explain what they know about those problems, you would do well to find 10 who could answer you with any real knowledge.

    When i was on the board i asked in work sessions to create town hall meetings twice a year where we would deal with issues important to Sun City residents. Board members felt threatened by the proposal and the gm said just the angry people would show up to bitch and moan. I had the luxury in my previous work life to appreciate the importance of listening to those i represented. It is such a simple concept but terrifying to those who like the close-knit setting where they can do their work behind closed doors and away from the maddening crowd.

    I always tell people, nothing goes on in Sun City that on a scale of 1 to 10, is nothing higher than a 1. While we all gnash our teeth over Karen being fired and Barbara being fired and the board walking out rather than meeting with us...it's still just a 1. It's all fixable. The challenges are all fixable and solvable. The biggest problem right now is the board sees us as the problem. They still haven't figured out that firing board members we elected was wrong. They still think it will all just go away over time. The reality is, as IC suggested, they have been years in the making of shoving interested residents away and just doing what they thought was right.

    I sobered up 45 years ago. I couldn't have done that if i hadn't admitted i was a drunk, that my actions were the cause of the mess i was making of my life and that of those around me. Unfortunately i see nary a sole sitting on the dais or in the front row of management people who see what they have fostered and festered as being the source of the problems we face. That may well be the biggest tragedy of all.
     
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  13. FYI

    FYI Active Member

    So....if I've got this right and if you are correct in what you are saying.....and in layman's terms, once the courts deemed that the RCSC was to be regulated under Title 10 and not Title 33, the terms of the contract were breached. The contract that we signed when we purchased our homes is no longer valid due to that breach, and since the Corporation no longer has dominion over the land we are no longer required to pay an annual assessment????? Is that about right?

    I'm not looking to start a revolution here, but it appears that our "assessment" really is just a "Recreation Fee" as most Members believe.

    And....since the RCSC Corporation no longer has dominion over our homes and land, does that affect their ability to collect the PIF money when a home is purchased?
     
  14. CMartinez

    CMartinez Active Member

    To All:

    As I have continued to read, and recieve information from others in my quest to find an answer to our BOD and GM dilemma, I was offererd some information, which I placed in the earlier thread which is indeed a correct statement. It will take an attorney to review this position and a court to verify it.

    What you surmise FYI would be factually correct. As the RCSC moved to be a seperate entity as a corporation, rather than a homeowners association they techinically voided all contracts with the homeowners and made the RCSC nothing more than a gym membership. I truly beleive the original intent by the Superior Court of Arizona ruled on the ARS suit, the judge noted, the RCSC did indeed, come under Title 33. The reason the orginal court order did not stand was because of the continued efforts to recover monies from the RCSC by ARS and her group. Knowing the orginal order was to declare the RCSC as a HOA, plus other comments the Judge made in his declaration, made it clear what type of an organization we were.

    By changing the RCSC to a recreational facility location, without the continuation of the original guarantees placed on the corporation by Del Webb and others, removing and changing the bylaws to reflect a corporate rather than one of benefit to the residents, it could be argued this changed the original intent of what Del Webb meant when he created the community. I am not trying to play the role of an attorney, I am merely surmising what could be determined by the courts, and clearly, could be established again, as there is already a written ruling on the books claiming the status of the RSCS as a HOA.

    Now that I have stuck my foot in it, I would leave this alone until such time more support from professionals can be garnered. I do NOT advocate for ingnoring and fees due or to collect the PIF at this time.

    I truly hope everyone understands this is a laymans translation of several items, and not a legal definition by any means. I will continue to pursue additional avenues for lawyers Pro Bono, but all if this takes time. I am clear a reatiner for an attorney would be quite costly, and the charges would rack up fairly swiftly.

    Thank you for your attention FYI. I truly appreciate the added benefits of the Roberts Rules of Order. I am also real clear that a change in language can be used by both sides. What is good for the goose, is also great for the gander.
     
  15. FYI

    FYI Active Member

    No CMartinez...thank YOU!

    Nobodies trying to cause a revolution, we're simply trying to reestablish our founding principles.

    I don't care if we're Title 10 or Title 33, all I want is to be respected as a Member of the community and that the Board follows the rules that they took an oath to do.

    Any negative unintended consequences that comes out of this can be squarely placed on the shoulders of the dysfunctional board.
     
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  16. CMartinez

    CMartinez Active Member

    Okay, have been rereading the court case that ARS brought against the RCSC.

    Several ugly items in here that need to be brought out, as they are the judges own decision.

    "RCSC’s Board’s decision to increase the quorum does not run afoul of A.R.S. § 10- 11023(B). Subsection A allows members to set a “greater quorum or voting requirement for members, or of classes of members, than is required by chapters 24 through 40 of this title.” Subsection (B) provides that a “bylaw that fixes a greater quorum or voting requirement for members under subsection A shall not be adopted, amended or repealed by the board or directors.” RCSC’s members did not set a quorum, the Board did. Section 10-11023(B) only prohibits the Board from changing a quorum set by the members. It does not prevent the Board from changing a quorum established by the Board in the first place" So what this means for all of us is that the orginal quorum amount was set by a board, so the changing ot the quorum can be done by the board.

    What else is intersting as I review the decision, is the judge several times reviews in his orders. "RCSC’s historic invocation of the Act when it was beneficial for RCSC to do so was one of the reasons the Court found that RCSC was subject to the Act in the first place." So, having this item in the docket could prove to be a feather in a counter measure's cap. Further, the Judge acknowledges the changing of Title 10 was done to avert the court case and his preliminary ruling. His orginal intent and ruling is still attached to the case, and affords me great hope it can be acheived again.

    I have taken many liberties with the the translation of the opinion, which brings me back to a strong need for an attorney to review. I feel it fitting for me to keep a lot of this opinion to myself from this point forward, as I am not a legal scholar, nor an attorney.

    Should you so desire, one can view the case under the Superior Court of Maricopa County, Case number
    CV2015012458. The Honorable Roger E. Brodman is the Judge of record. Thanks to you all for you efforts and and feedback, it is genuinely taken into advisement and will help me as I move forward.


     
  17. FYI

    FYI Active Member

    So what does that mean to all the numerous HOA's we have here in Sun City? Are those homeowners obligated to pay their HOA fees or does Title 10 simply make them an individual owner of a duplex house?

    Does the Corporation no longer have dominion over those homes?

    Without an HOA why is there a SCHOA?

    See where this is going and how far out of hand it can get?

    Just give us back some reasonable authority too make the decisions or recommendations that we're required to live under! We don't need 9 people telling 35,500 how to live!
     
  18. CMartinez

    CMartinez Active Member

    FYI, please settle down. NOTHING changes as of now. It will take an attorney, and probably a judge to make changes to the RCSC as it operates today. The Corporation has the ability to collect fees as they are currently outlined.

    By me putting in the original decison from the judge was merely a recap of known facts, nothing new. The Judge acknowledged his original decision, then had to take another tact due to the legislation passed. With the case notes are the Judges statement as to what he determined, and that was the RCSC, by virtue of the legislation, is "not an association"

    I cannot stress strongly enough to everyone, nothing changes until such time a lawyer and a judge can have access to what has occurred in a legal setting! Since it seems to cause you so much duress FYI, it indicates to me, I need to avoid any further comment on what I feel may be valid, as again, IT IS MY OPINION.

    I will continue to pursue what I can from my end, and will withhold commentary unless I find something significant of use within the immediate time frame.

    The RCSC and board are intact as they are currently. Until such time additional resources can be located to possibly influence a change of structure or class of corporation, nothing will change as far as the make up of the corporate structure.

    If there is an annual meeting and a quorum can be attained, things can be changed by the membership at that time, provided the board agrees. That is how it is written currently. I don't think it comes as any surprise this will take some sort of action by an attorney. I cannot begin to surmise what that would look like, not now or in the near future.
     
  19. FYI

    FYI Active Member

    LOL! CMartinez, PLEASE don't stop posting on my account. I can assure you that I am not in duress and am by no means advocating that anybody should stop paying any of their fees.

    I just find it very interesting how the apparent transfer from Title 33 to Title 10 has cascaded into many other issues of possible concern and did the judge realize the many unintended consequences? You know what they say about every action having an equal and opposite reaction!

    Seems to me that the decision of the court was very myopic and failed to recognize the ramifications.

    PLEASE continue to post and do what you are doing and I will refrain from my protestations!
     
  20. FYI

    FYI Active Member

    Good question! Short answer...not much because meetings of the board are just that, board meetings and we as Members are only in attendance as guests and have no real say with anything that board does during that meeting.

    I'm still looking into this but we, or several Members, could file a grievance report for the Chair's dereliction of duty and failure to comply with the corporate documents, but who reviews and decides on those issues? We could probably do something if we could ever get a quorum to show up at an annual membership meeting, or we could begin a recall petition, both of which is practically impossible to complete if you've read the requirements for those to happen!

    The problem I see is no matter what is done it seems like the final decisions are always filtered back thru the Board,... the fox guarding the henhouse!

    The RCSC documents have pretty much turned the Board into an oligarchy.

    Other than some sort of legal action I believe only public outcry and involvement will make change happen.
     

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