"The Inmates Want To Run The Institution."

Section 4.10 DIRECTOR MEETING ATTENDANCE: Directors shall attend all duly called Regular Governing Board Meetings, Workshops, and Special Meetings of the Governing Board either in person, by telephone conference call, video conferencing or other communication methods by which all participants can hear and talk to each other. 4.10.1 A Director’s absence may be excused by a majority of the Governing Board. 4.10.2 If a Director has three consecutive unexcused absences, that position shall automatically become vacant and a replacement may be appointed by the Governing Board in accordance with these Bylaws.

 

Thank you for the quote. Now, if all meetings can be done by electronic means, then why the second section in regards to a director’s absence may be excused? If the director can attend in any capacity they so choose, what could cause an absence? So, a director need never be present for any reason and need not be seated in a chair in person to conduct the affairs of SCW? I really wonder just how many meetings can be done via zoom or online and not draw attention to them not being present?
I understand your statement John, I just wonder about the practicality of it. I am hoping a representative from SCW replies soon so to provide clarification.

 

Same applies to SC. There are no rules or limitations other than needing to be able to simultaneously hear and speak to each other.

 

So, if a director need not ever be present for any board meeting or be present to conduct the business needs of the corporation, why even bother with any rules that pertain to board meetings? Why don’t we just have everyone call in and have a live feed and let the board conduct business as it deems necessary? This matches a post I just made about Title 10 and the RCSC. The corporation comes first and there is no need for members. That’s what Title 10 is about.

 

Or why bother requiring Directors to reside in Arizona 10 months out of the year?

 

Folks I think the point has been perhaps missed. The ANCA specifically allow independent non- members and nonresidents to be directors.

Please see below:

10-3802. Qualifications of directors

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation or bylaws so prescribe.

Article VIII also leaves the question of residency/membership to the bylaws:

Article VIII
1. The affairs of the Corporation shall be conducted by a Board of Directors and such Officers as the Board may elect or appoint. The Board shall select from its own members a president, one or more vice-presidents, a secretary, and a treasurer. It may select an assistant treasurer who is not required to be a member of the Board. All Officers shall be elected at the first meeting of the Board of Directors in January of each year and shall hold office for a period of one (1) year and until their successors are elected and installed. The number of Directors shall be nine (9). Directors shall be elected by the Members at an annual election in the manner prescribed in the Bylaws.

2. Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors.(Approved by the membership on Nov. 20, 2003)

3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation.

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.

5. The Bylaws of the Corporation shall prescribe the qualifications of Members and the terms of admission to membership, provided that the voting rights of all Members shall be equal and all Members shall have equal rights and privileges, and be subject to equal responsibilities. Such Bylaws shall also provide the method for determining assessments to be paid by the Members.

6. The Board of Directors shall have power to fill vacancies occurring on the Board or in any Office. Any Director or Officer so chosen shall hold such position until the next election when a successor is elected, qualified, and assumes such position.

As you can see the bylaws (i.e. sitting board) can make whatever qualifications they want to. For example, the Board could write a bylaw that states that 6 of the 9 directors be independent (i.e. not be RCSC members) and this would be perfectly legal.

 

John,
Please see my post under Video, the most recent one. I think you will see that post resembles your post you just made.

 

That first sentence in the first paragraph says everything you need to know!

It's the Bylaws, and only the Bylaws that are setting the requirements and qualifications to serve on the Board.

And that sentence shows up in several other statutes as well.

Bottom line: These latest restrictions the revised Bylaws are placing on the Members and Member Meetings are the direct result of the Board and working-group alone and have very little to do with ANCA.

 

Tom,

Did you realize this was in Title 10?

10-1007. Restated articles of incorporation

A. A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.

 

My reply from Sun City West:

RE: Candidate question
Christine Novello<christine.novello@suncitywest.com>




You
GB Distribution List
Good day Carole,


Thank you for writing.


Sun City West’s Bylaws and Policies describe simple qualifications for the Governing Board Director: any owner/member (homeowner) in “good standing” is eligible to run for and serve on the Governing Board. The director must be available year-round, but it is not a requirement to be physically present in SCW year-round. Today, we have a few directors who enjoy vacation or second properties, and who travel frequently during the year between those properties (a.k.a., “snowbirds”). As long as the director is comfortable with technology, a provision can be made for remote attendance at and participation in board meetings. Availability in SCW is expected in order to chair meetings and guide committees, but the directors have each been able to make this work successfully. Directors are allowed to miss only a few meetings in a row that are “unexcused” but we have not had an issue with that during my tenure.


Again, this is possible as our bylaws and related policies support it. You would have to review Sun City’s bylaws and policies to determine if this is possible in Sun City today.


I hope this helps answer your questions.


Best regards,





Christine Novello

Governing Board President

917.539.9866
christine.novello@suncitywest.com

Recreation Centers of Sun City West Inc.

19803 RH Johnson Blvd., Sun City West, AZ 85375

suncitywest.com scwaz.com suncitywestgolf.com

No 10 months out of year living requirement. Thought the comparison was worth noting.

 

It’s also worth noting they have 10 candidates applying for three 3 year terms and one 1 year term to fill a vacancy.

 

I'm not so sure that applies. I believe that applies to corporations that have shareholders?

Besides, ANCA is chapters 24-40

 

It’s under General Provisions. I found it interesting because it’s in reference to corporations, period. This is before the details of corporations with shareholders. I reread the Title from the top down, line by line, and it clearly states the AOC can be modified by the board of directors, period. I have spent the last 24 hours, off and on, looking for member inclusion. Unless the AOC specifically grants members rights, the corporations don’t need to give any. When writing to ANCA standards, what we end up with is legalese because that’s what ANCA standards are. The legal definitions as outlined in the act. I don’t condone any of this, but I can’t find any clear way around it either.

 

Go read 10-11002 and 10-11003

10-1007 is for For-Profit Corporations

 

FYI, if you start at the head of the Title 10 descriptions and the ensuing definitions, 10-1007 is a general statement for corporations. Designation of for profit, non profit, etc come further down the page. Right before this is the description of voting, proxies and Directors conflict of interest. This is a general provision associated with Title 10, General Provisions

 

ARS 10-11007 is an interesting statute as well.

I think if the Board were to amend the Articles of Incorporation without Member involvement, that would be the straw that breaks the camels back.

The Members would lose all faith in the Board, and at that point it would be strictly us against them!

 

Bingo!

 

What Carol was told was what I had read in the SCW bylaws. If you cut through all the double speak - It is the Board that sets the requirements for being a director.

 

Are we going back to the future? When Sun City residents were only CARDHOLDERS, no MEMBERS as far as the boards were concerned, even though MEMBER is term used in the Articles of Incorporation!

When I first moved here, I was a working resident. No time, or energy, to participate in anything RCSC.

Later, I became interested in the workings of RCSC. Every reference to residents, owners and non-owners alike, was CARDHOLDER, not MEMBER.

Anytime I spoke at a board meeting, no Exchange then, I stated my name and number, followed by, “ Member and Cardholder.”Did the same on emails and letters to the editor.

Nor sure when, how or by whom the board when speaking and most RCSC publications started using predominantly Member, Cardmember, Cardholder.

There is a distinct difference between a MEMBER and/or a CARDHOLDER!

New Owners who pay their annual assessment are MEMBERS. If they choose to go to Card Member Services, they can request a RCSC photo ID full access card, becoming a CARDHOLDER AND MEMBER for as long as they remain current with annual assessment payment.

A non-owner becomes a CARDHOLDER when purchasing a Privilege Card. They cannot be members.

I sincerely hope we can remain MEMBERS with Membership rights, not just CARDHOLDERS as in the past.