Bylaw Rewrite...Objectively Speaking...

Yesterday's board meeting was every bit as bad as i had expected; hell, maybe worse. We heard rumors they were going to have the "first reading" of the new bylaws, but had no intention of comments from the audience. That's exactly what happened, kind of.

If you watch the video, the first half hour was arguing over the "rules." It was confusing and it shouldn't have been. It was really this simple a question i will get to in the next paragraphs. The review and motion section by section was effectively what we used to call a "work session, but it was done in front of the members. A work session is was where we argued over the document that was ultimately going to appear before the membership.

I was sitting with my good friend and Sun City historian Ben Roloff. He claimed this effort was historic in that what they were attempting to do something they had never been done before. Bylaws have been changed numerous times in years past, always with new language provided with the additions and deletions in hand so members voices could be heard. In fact, the process used to include 3 reading with member comments but was changed (just this year) to two readings with member comments.

The problem is, the manner in which they did it was flawed. Our current bylaws are clear, members have the right to speak on motions before them at board meetings. In fact, we used to be able to have an open mic, but that was changed this year by the board to allow us the right to speak on motions. The argument that ensued before the bylaws review ever began was this: Was the exercise today, the first reading or a session to simply get the "finished" product before the members to allow comments during the board meetings in November and December?

While these details matter seem like minutia, they are not. The entire point of having governing documents is so the RCSC board, as well as the membership, have rules in place and to follow. The board president refused to answer the question and left everything subject to her interpretation. She was simply wrong or poorly informed.

At the end of the meeting when i asked her about the members right to have two sessions for the motions to be addressed by the membership, her answer was the standard, Well Robert's Rules of Order says (fill in the blanks).

The problem is, Robert's Rules are only in play when our documents are silent on a matter. Our bylaws aren't, and they supersede anything else. They are clear and unambiguous. Members have the right to speak to motions and the board has an obligation to present them to the membership for their comments. They may not like that, but it is what it says...at least until they change them.

I know the chairman of the ad hoc committee gave an impassioned plea to hurry the process along. The realitydof following their own bylaws as printed is this process we would be done by the end of the year. Now that they have them in hand, their goal is to pass them at the November meeting. If they do that, they've failed their own documents.

They could effectively read them for the first time in November and then vote for dismissing the second reading. It would be horrible optics, but they don't really seem to care how they look. This thread is going to be long and thorough so hang with me. It will be slow unfolding and the next post i do in this thread will give you the exact reason we even had a bylaws ad hoc committee in the first place.

Hopefully as this proceeds, we will have the documents telling us exactly what they did (or didn't do) so we can compare apples to apples. If you watch the video (bring pop corn and have a bathroom close by), you will see how challenging yesterday was for both those on the stage and those in the audience.

 

I’m not going to bore you with all the technicalities of Robert’s Rules because unless you’re a Robert’s Rules nerd like me, nobody wants to hear it, and most won’t understand it.

I will, however, comment that I believe the revised bylaws could have been written so much better because the current draft has duplications, contradictions, text that just simply doesn’t belong, and the Members are still deprived of their fundamental rights as a Member, and that’s the right to vote.

Some may be thinking, “Well, if you think you know so much, why didn’t you volunteer for the committee?” Actually I did but I was not even offered the courtesy of an interview.

Some may say I sound bitter… Perhaps so, but can you blame me? When the very first Article in the bylaws specifies Robert’s Rules as its parliamentary authority, and a member seated on that committee actually states, “I don’t give a damn about Robert’s Rules of Order”, and that member is not immediately dismissed and replaced…Yeah, I just might be a bit bitter, because unlike that committee member, I do give a damn, as should every member on that committee!

 

And can you believe that they actually removed the text that would have allowed us to collect petition signatures on RCSC property??

This would be funny if it weren't so damn sad!

 

(My bad if anyone already read the post I made 5 minutes ago)

Bylaws V, 5, para 2: we can make comments on posted motions - no restriction as to what sub-catagory of Agenda they fall under. Clear violation.

I was right on the edge of thinking this was actually forward movement, but with the removal of petition signing on property and a few other changes/realizations - I now believe it's moving backwards.

 

jeb, the bylaws and Robert's Rules are only applicable when they work to the advantage of the board!

 

Perhaps what is most troubling was the two chair persons claimed a major victory and true win for the membership with the new bylaws. As a member who has written more words regarding the demise of our bylaws and the process of self-governance than anyone i know, i was stunned to hear them say that. Let's recap for new readers how we got to the place we were in yesterday.

In December of 2021, the RCSC was forced to hold their first annual membership meeting since the fall of 2009 (back when there were quarterly meetings and the quorum was 100). An aggressive effort by a group of members collected proxies off RCSC property. There were just under 800 people in the chairs that day and another 600 or so proxies. Just as a reminder, the general manager locked the doors to the auditorium at 9 am and for the first time since they started taking video of meetings, the footage was "lost." Adding to the misery index was the RCSC attorney showed up to tell us we didn't have the right to vote.

We all knew what the Articles of Incorporation said; we absolutely had the right to vote and we would argue, the right to pass the motions we submitted in a timely manner. What we all came to understand, they neither cared what the Articles said, nor what the members wanted or thought was important. Not even in the least little bit. Moving into 2022, there was a more conciliatory tone, with the board creating an ad hoc committee to review them in their entirety.

The committee consisted of 7 members, three who were outsiders, two who were former board members and the two who are current board members. The process quickly went dark as the committee decided they would be more effective by closing the meetings to anyone not on the committee. No guests after the second or third meeting. Unbothered i decided to trust the participants to try and accomplish what the board had said hell no to.

The real measuring stick would be the work product, not the process. Actually, they got done faster than i had anticipated. It was a mountain of a job. They moved the Board Policies back into the board policies (where they belonged) and then went to work trying to clean up the mess made by the previous gm who changed them like most people change underwear. About a month ago we got our first glimpse. Yikes, they read nothing like we had proposed. Still we were told not to worry because this wasn't the finished product. Lots of options for tweaking it.

Yesterday we saw the fruits of their labor in all their glory. However, before we go there, lets set the stage with what the members actually proposed at the annual membership meeting in 2021. Thanks to a current board candidate for saving the article from the Independent newspaper. The cool thing about that is it states clearly the motion and who made the motion itself. Without further ado, the 5 proposed motions:
1). Patrick Gannon presented a proposal to amend Article IX, Section 2, points 2 and 2.1 to allow for all
petitions pertaining to RCSC matters be allowed to be circulated within or at RCSC facilities and properties.

2). Gannon also proposed a change to bylaw Article IX, Section 1, Point 2.2 that would set a specific
procedure and time line for the process to recall a board member. That included the recall petitioner
getting a written receipt of the petition as submitted, then the petitioner receiving a petition control
number within 15 business days, the petitioner receiving all regulations for petition signature collection
and the petition start and completion dates.

3). Bill Pearson recommended setting the annual membership quorum at 500 members in good standing.

4). Ben Roloff’s proposed agenda item called for the board to revise the articles of incorporation by
expanding the language referred to in “performing his or her share of the duties and responsibilities”
referred to in Article IX.A, and by adding due process language for the board directors duplicating
protections prescribed for cardholders.

5). Jean Totten’s agenda item calls for eliminating paragraphs two and three of Article IV, Section 4 in favor
of a paragraph that states, “Roberts Rules of Order shall govern procedure at all meetings of the
corporation provided they are consistent with the laws of the state of Arizona and the corporate
documents.” She further suggests language be included that allows for a parliamentarian be present at
the discretion of the board president.

If anyone is interested, i can post a link to the article. The bigger question is; how did the ad hoc committee do when addressing what the members asked for at their annual membership meeting where they were told they had no right to vote? I watched the two chairs of the committee tell us they were bang on, but i suspect the true arbiters should be the members eh?

 

From the same article in the Independent, Rusty included these comments i made: Pearson believes the RCSC bylaws should be rewritten in their entirety to reflect the self governance he believes was intended when Sun City started. “The bylaws I have here from 2005 do not reflect what we have today,” he said. “They have been rewritten to be so convoluted that it is hard to make sense of them.”

For starters, they did a couple of things to give a thumbs up to. First they were rewritten in their entirety and by pulling out the Board Policies they shortened them. The effort alone makes them easier to follow. Less pages doesn't make them more user friendly. The measure of any body of work should be about what they actually say and do. My good friend Ben has a really simple philosophy in every organizations bylaws; they should be a concise reflection of how the organization functions.

Anyone who attended the annual membership meeting last year will recall what a pathetically inept experience it was. From locking doors, ill prepared to allow the membership to vote, to trotting out the attorney spewing nonsense about members rights, it was most assuredly not an exercise in democracy. The entirety of our motions was to move the needle back to a point where the membership's voice mattered. Every motion posted above was an effort to restore what had been taken away since 2005.

The mere fact there are less pages is meaningless if the motions we made were all but ignored. Much like the chair and co-chair telling us how they worked long and hard to give us what we wanted, i would tell you they failed miserably. From their side of what transpired to mine, they each are just each other's opinions. We all know it's easy to say things at the mic, or for me to just type stuff for you to read. Saying it or typing it doesn't make it true.

Which is exactly why i asked for the specific motions we made and why i have posted them above. The real fun begins now as we take a look under the covers to see just how close we got to achieving our motions from last years annual membership meeting and why some of the board members on the ad hoc committee felt they did such a great job for the members.

We'll take them one at a time and spread out over several days: The first motion was Patrick Gannon's requesting petitions to be collected on RCSC property; that would include recall, initiative/referendums and proxy votes. It was straight forward and simple in both request and design. When the bylaws were first released, the change was in there. It was easily the biggest membership win/compromise in the entire rewrite. On Thursday it was removed, as 3 board members were terrified they would be recalled next year. They argued it would pose hardships on the staff. Those directly affected claimed "members" told them hell no.

Let's examine the reality of the change; collecting signatures on RCSC property is only an action to trigger another action. Signatures only begins the process for a recall vote, another membership meeting or a specific change in the bylaws (and the require 3,250 signatures/10%). The signatures alone are a kick start to furthering the process of self-governance.

The chair of the committee said he agreed with the language that was in the original rewrite, but he would support removing it to appease the board members terrified of the language. He also told us after the first of the year, he would be trying to restore the language. As all of us know, everything hinges on this years election. If the majority maintain control, this motion will never see the light of day or hit the table for reconsideration.

Stay with me here: Owner/members restoring democracy 0, control zealots 1.

 

Let's keep going with this, because the deeper we dig, the more revealing it becomes. As i relived the meeting on video, it dawned on me literally every one of the motions the members raised were brought up again on Thursday for an adjustment and every time the vote was 6 against, 3 for. You can watch for yourself and you will see exactly what i am talking about.

Next up is Patrick Gannon's second motion. A little history is in order. His motion had roots from the fall of of 2021 when a neighbor of mine filed a recall petition. In fact, he filed 4 requests for a recall, rewriting them each time. Every time he was denied. There was a variety of reasons, finally settling on because the board member hadn't violated a bylaw. Patrick's motion was clean and on point: File a request for a recall petition number and then follow the steps as outlined. No criteria about violating the bylaws. Give the reasons for the recall, make them clearly stated on the petition and follow the time lines. No muss, no fuss; and by the way the petitioner still has to gather 3,250 signatures to bring it before the membership for a vote. Still a very high bar to meet.

Oddly enough, this was one of those issues where some members of the ad hoc committee were led to believe the members got their wish. There was language added protecting board members from being recalled as a member of a federally protected class. Fair enough. The rub came for me when they added board member recall language in with initiative and referendum section. It clearly was an effort to bury any real allowances for members to file a recall petition with virtually no differences from the year before.

If there is/was any doubt, watch the motions made by Karen or John to clean up what was presented in the section covering recalls. The motions were specific in removing recalls from the language and the board refused by a 3 for 6 against vote. The 6 wanted to maintain the ability to stop any petitions from being filed...just as they did the year before. Nothing, NOTHING changed.

I would hope anyone who thinks i am misstating this, step up and correct me. As the recall language sits as amended, the RCSC can simply tell members the petition doesn't qualify to get a recall petition number.

 

The next motion was mine and the argument goes like this; "but, but, but look at the compromise...look at the improvement. We've lowered the quorum from 1250 to 800." So freaking what! Nope, not a question, an exclamation point. Reducing the quorum and leaving the hoops to jump through makes it all meaningless junk in a trunk. To help walk even the slowest of folks understand this, consider this: Last year in 2021, we reached the magical number of 1250; though to be blunt, we did it with 796 butts in chairs and the rest with proxies.

Knowing that, what good do it do us? 5 motions resulting in a sum total of nothing fixed. I know i am jumping ahead, but let's get real. Let's assume the new bylaws are passed and we get our quorum of 800 and the next Membership meeting is scheduled around the first of March. Let's then say we work our asses off and get the required 800 in attendance (proxies and butts) draft and present motions and then pass them unanimously at our meeting. Then what?

Then nothing. Literally. The board takes them back to study them and give us an answer (or not) within 45 days (did they change that bit of foolishness?). If they say no, we don't like them, we need to go out and get 3,250 signatures (not on RCSC property BTW) where by we can force them to hold a special membership meeting. At which point we need to stick another 800 butts in chairs to reach the quorum and then i guess we can pass what we should have been able to pass (at least according to our Articles of Incorporation) the first time we met.

Does any of that make sense to you? How did having a quorum of 800 suddenly fix anything? (and then of course is the change to a limit of 10 proxies per person). It's the same shit show with a smaller threshold.

So we are really clear about this, i lived here for 6 years (2003-2009) during which the quorum was 100. There were quarterly meetings and never once was the community nor the RCSC trashed, thrashed or slashed. What it did do was keep the board from doing really dumb stuff, you know like walking off the stage because they wanted to be child-like. They didn't fire board members at the drop of a hat because they knew it would blow back on them at the next membership meeting. They knew 100 plus folks would show up and demand answers.

Since the change the end of 2009, brazen stupidity has become standard operating procedure. Don't like it? What are you going to do about it? The general manager insulated the board from push back and in return gave away their responsibilities to the management team.

 

There's only one answer,...we need to change the make-up of the board. Vote for Jean Totten, John Fast and Steve Collins.

This upcoming Annual Membership Meeting will be another shit-show waste of time but we have to go.

I won't be surprised if I see a couple plain-clothed cops there as we have seen in the past because the Members aren't going to like another 5 minute meeting and not have an opportunity to voice their displeasures and concerns.

 

The next motion proposed at last years annual membership meeting was another born of need. Anyone who follows RCSC elections knows how you get elected, collect 100 signatures (on RCSC property by the way), run a campaign where you try and convince RCSC members to vote for you. In normal years, winners garner between 800-1000 votes to beat the other candidates. A horribly poor percentage number of votes when you consider there are roughly 32,500 eligible voters. It used to be way higher, but when you spend 15 years pushing people away, this is what you get.

As the RCSC moved away from self-governance, to a setting where a handful of board members and the general manager made every decision, those on the board became less tolerant of board members not toeing the line. For years, those of us who served and weren't willing to just vote yes on everything they wanted to do were simply ignored. We could cast our no vote, speak our minds and life would go on as if we weren't there.

By 2020, the board and the general manager had become so entitled to that mindset, the "rogue" board member became an anomaly; an irritant. Barbara Brehm was elected that year and she had an impressive background in property management, construction and finance. She started digging and asking questions. Those questions triggered angst amongst her fellow board members and was promptly kicked off the board. She wasn't well known and hardly anyone noticed she was just gone.

In 2021, coming out of the pandemic, Karen McAdam had been elected. She too had a strong resume with non-profit board structure and function. She relied on the Articles of Incorporation as her guide, something her fellow board members nor general manager paid much attention to. They liked to lean into the bylaws, written to insulate them from the membership. Members were getting antsy for the RCSC to reopen and Karen was pushing the GM to follow Sun City West's more aggressive re-opening practices.

As we were nearing the summer break in 2021, April, May and June proved to be Karen's undoing. The push was on to move forward on the Mountain View project. Everything was lining up as a go until the theater was re-positioned on the property and every club, pickleball, tennis, lawn bowling and mini-golf were all told they would have to find new homes. Karen had the data regarding pickleball and Sun City with 2 venues and 27 total courts was already under served. Losing 7 courts was folly, and she said so; in a very loud way.

That resulted in the board promptly firing her. To add to the woes, they pushed through the Mountain View project, waiving the 3rd reading and refusing to address either her termination or the shortage of pickleball courts that would result once the Mountain View rebuild would begin. I won't sift through what happened next, the point here is, the two firings of board members elected by the membership at large and fired by 6 board members triggered the motion.

Ben Roloff, a good friend and fellow Sun City historian, saw the error of their ways and the shortcomings of our documents. Both of them were fairly silent, other than to imply a board member could only be fired for missing 3 consecutive meetings of the board, becoming sick and unable to perform their duties or unwilling to perform their duties. There was one more but that holds true for boards around the country and at every level; conflicts of interest; meaning people who are elected and try to personally profit from their position.

Ben's motion was to include a reasonable "due process," in our documents so as to insure board members couldn't be kicked off the island simply because they angered some of them. It was a reasonable and measured approach so that board members elected by the members had some insurance firings would be for a demonstrable cause. Literally, it was the kind of motion every board member should long for,

When the language came out, i read it and was in shock. I wrote contract language for a living and much of it to insure working men and women could expect to be treated fairly. Due process is a pretty simple concept. Much of it is crafted in the language that insures a reasonable structure and process. It also helps to identify areas that are likely to result in potential problems. The old documents were vague, the newly drafted language was long winded and all encompassing.

Suffice to say, they added a slew of reasons to be able to fire a board member. Steeped in legalese, it literally said fellow board members could fire you if you disagreed with an established RCSC position and it also said if your arguments or efforts slowed down progress, you could be fired. I have listened to them say, ya but that's not the intent, and my response is this: "ya but that's what it says."

Arguing intent when the words are clear and unambiguous is a fools game. Worse yet, they added language that says you not only can you be fired, the group of 6 can fire you for life. If you watch the bylaws meeting, the 3 board members sitting in the minority offered proposals to soften the language with a couple of small tweaks. They moved nary an inch. The vote was 3/6 against making the language more user friendly.

Let me be very clear regarding the impact of this motion. The intent from Ben was to offer board members protections from unjust firings. The new language does just the opposite. It makes it easier to fire board members and then adds the cherry on top so they can never run again.

Another nice win for the membership? Hardly...members O, control zealots 4.

 

And this is what you get when you have an Ad Hoc Committee comprised mostly of members who have no real idea of what they're doing. Sure, there were a few good members who understood the process but unfortunately the majority of members had their own agenda and things that would benefit the Members weren't really addressed...and the ones that were addressed in the Members favor were removed at the last board meeting???

And like I said above, there was actually one member of the committee who actually said, "I don't give a damn about Robert's Rules of Order". Yeah, that's the type of open-minded person I want on my committee, NOT!

The committee ignored Robert's Rules in the same manner as some Board members ignore their own bylaws or Articles of Incorporation.

 

This is the last chance for me to claim a victory for the membership and the motions they presented at the annual membership meeting in Dec of last year. Looking at what has happened so far, we are members 0, control zealots 4. Can we possibly salvage one for the Gipper?

Nope, don't hold your breath waiting for this last minute Hail Mary, ain't happening. Jean's motion was pretty straightforward, asking the board to remove the language conflicting with the Articles of Incorporation...you know, the one that says we (the members have the right to vote at our membership meetings and pass said motions. Which by the way, also brought into play the language from the Articles that says board policies "cannot be in conflict."

But alas, not to be. They had no interest and strengthened the language and made the hoops to jump through perhaps even more challenging.

So, there you are, objectively speaking and using all of the reading skills i have available, here's the final tally on the "bylaws rewrite:"

Members 0, control zealots* 5.

*Note to readers, i elected to use the term zealots as opposed to control freaks, it just sounded more civil.

 

So....what exactly are the control freaks afraid of? If they're doing their jobs properly nobody's going to be talking about recall petitions.

And when was the last time the Members made any motion or amendment that was detrimental to the corporation?...... Crickets!...I didn't think so.

 

Every time the board takes something away, makes up or misinterprets rules to justify whatever they want to do, issue unjustified incident reports, ignore respected and valued community relationships, intentionally hide important information, coerce other directors‘ votes, etc., it hurts the Members!

Uh, why again does the RCSC exist??
Without the Members, there is no corporation!!

 

Let me just say this before i head off to the "members meeting." The term on its face is laughable. The last thing in the world they want are for members to actually have a meeting where their voices come alive. Sorry, but when you consider only 1 actual meeting since 2010, they set the quorum so high they never have to deal/listen to what members had to say. At least until last year when they reached the quorum and they crapped themselves silly.

But alas, this thread is about the bylaws rewrite. I challenge/defy any board member or ad hoc committee member to step up and defend/debate what i have written about the outcome above. It's easy to sit on the stage and pontificate how the changes granted the members what they asked for. The problem is this, and i won't pull any punches...IT'S BULLSHIT.

I cannot be any more clear than that. If i have missed something in my interpretation/translation, please feel free to explain the error of my ways.

Thanks, Bill.

 

Still waiting for one of the board members or ad hoc committee members who think this rewrite addressed any of the members concerns. Please step up and point out the error of my ways. Come of Dave, share your thoughts on the Advocates and i will post them verbatim. If i have not been objective in my analysis i want to square it up for readers.

By the way, are we going to see the revised final product before this Monday's member/board exchange? Hard to comment on Monday if we don't have the latest language. Thanks, looking forward to seeing it soon.

 

Yeah, I think they call that suppression!

 

It's not only that we don't have the latest version of the bylaws, we are apparently going to spend a portion of the MEMBERS/board exchange listening to the general manager's state of the union address. At the Oct member/board exchange, the first 45 minutes were wasted on management announcements, now we are going to do it all over again. Why?

I have a suggestion: Let the members ask their questions and get their answers or non-answers and then at the end of the meeting, give the general manager the floor. That way the ones who want to stay, can. Or, better yet, stick it on the board meeting agenda and leave our meeting the hell alone.

 

I'm hoping Linda McIntyre asks the GM some very pointed questions. She certainly knows what she's talking about because she has more experience running a non-profit than Bill Cook.