A Review of the Proposed Revision to the RCSC Bylaws

One Opinion on Round One of the Ad-Hoc Committee's Bylaw Revisions

Updated 9/28/2022 - RCSC Posted RCSC Bylaws with Strike-Outs from the current version. You can find them here.

 

 

I really do hate to criticize the Ad Hoc committee because I’m sure they put a lot of time and effort into their considerations. However, it’s kind of clear, at least to me, that some were lacking in their knowledge regarding the parliamentary authority that the bylaws are mandated to comply with.

 

First of all, two guiding principles when writing or revising the bylaws are these:

 

1.      Say it once; say it clearly; and say it in the right place. It’s not a good practice or advisable to repeat the same provisions in more than one place within the same document. This is in part to avoid the problems that can be caused by later amending a provision in one place but not making the same change in the others.

 

2.      It’s not necessary to repeat in your bylaws something that already is included in RONR.

 

Let’s take a look at the proposed bylaw revision and my commentary to each below:

 

ARTICLE I –THE CORPORATION - SECTION 3: PARLIAMENTARY AUTHORITY

If you understand Robert’s Rules of Order Newly Revised (RONR) the proposed statement in the revised bylaws could be half as long if they were simply to have used the recommended verbiage stated in RONR.

 

ARTICLE II – MEMBERSHIP, CARDHOLDERS AND GUESTS

I’m not even going to get into that hornet’s nest only to comment that I believe the differences in qualifications between who’s a Member, who’s a Cardholder, who’s a Qualified Owner and who’s an Unqualified Owner can be better summarized. If you don’t meet the qualifications to be an Owner doesn’t that automatically make you an Unqualified Owner? I believe it would take a great effort to go thru and summarize those definitions but believe it could be done.

 

ARTICLE III, Sections 4 & 5, INCIDENT REPORTS and ARTICLE VI, Section 5 DISCIPLINARY AND REMOVAL PROCEEDINGS FOR BOARD OF DIRECTORS.

Don’t you think it would be better if those procedures were all listed under one Article titled DISCIPLINARY PROCEDURES? One Section could apply to Members and a separate section could apply to the board of directors. I won’t get into the actual procedures!

 

As far as amending the Articles of Incorporation and Bylaws; if the Bylaws were to have its own Article on how to amend them, as recommended in RONR, it would eliminate the duplication of the same provisions in other places. The provisions of notice for the proposed amendments are duplicated in four separate places. (See Article IV, Section 1 & 2)

 

Rules covering the call of a meeting initiated by a petition are duplicated in two locations. Rather than duplicating the provision, there should simply be a reference instructing the reader to go to the Article within the Bylaws regarding petitions and petition rules. (See Article IV, Section 2 & Article IX, Section 4, D-1)

 

ARTICLE IV, Section 3

This Section starts off talking about a quorum, then switches to Proxy rules, then ends up talking about quorums again. I believe “Proxies” should have their own separate Section noting their own governing rules and provisions.

 

ARTICLE IV, Section 4

For heaven’s sake, will somebody PLEASE define what the “affairs of the corporations” are? I would argue that they are the same requirements and responsibilities given to the General Manager in BP-32… and he certainly has no authority over the bylaws. You can’t just leave this open-ended by allowing every new Chair of Board to change the definition on his/her whim and consistently prevent the Members from voting at their own meeting. Besides, the board's current interpretation of this bylaw conflicts with the powers granted to the Members in the Articles of Incorporation.

  

ARTICLE IV, Section 4:

Even if they do allow us to vote you won’t know the outcome of that vote for 45 days!

 

ARTICLE IV, Section 4: MEMBERSHIP MEETINGS and ARTICLE V, Section 4: MEETINGS OF THE BOARD.

Both Articles specify that Robert’s Rules shall govern the proceedings. This is unnecessary because Robert’s Rule has already been specified as the Parliamentary Authority in Article I

 

ARTICLE IV, Section 5

B. The President of the RCSC Board, or its designated representative, may use the services of a neutral entity and adopt their procedures, as desired, to ensure a fair election process. (Don’t they mean “Tabulation and vote count”?)

 

ARTICLE IV, Section 5

At the appointed start time, the President of the Board will ask the Secretary of the Board if there is a Quorum. (It’s the duty of the presiding officer even before he calls the meeting to order to determine whether or not a quorum does exist [See RONR 40:11]) Each individual qualified as a Member is entitled to only one vote on each matter voted on by the Members (That’s the rule, One Person, One vote [See RONR 45:2]). A Quorum needs to be maintained at the time each of the motions is voted on. (In my opinion this entire paragraph is a waste of space because these requirements are already stated in RONR.)

 

ARTICLE IV, Section 5 (ALL MOTIONS?)

All motions to be voted on at the Annual Membership Meeting shall be submitted to the RCSC Corporate office by four (4) pm, no later than twenty (20) days prior to the meeting date. (Gee, I might need to ask for a recess for a bathroom break. Do I have to submit my motion to Recess 20 days before the meeting? By making the distinction of a “Main Motion” as opposed to “all motions”, it would at least exclude Privileged, Incidental, and Subsidiary motions such as Recess, Adjourn, Points of Order and most others. There is a better way to write rule.) 

 

ARTICLE IV, Section 6 LIMITATION PERIOD

Big deal, they reduced the limitation period down from three years to one year. So if the Member’s believe that Management is in gross violation of their charter or some other offense, the Member’s will have to wait an entire year to begin a petition process all over again. Perhaps the only reason the petition process failed the first time was because not enough Members were aware of the situation, but the violation still exists and will perpetuate for another entire year. And don’t forget, the petition has to be approved by the RCSC first?!?!The Fox is watching the henhouse!

 

ARTICLE V - BOARD OF DIRECTORS

Section 1: COMPENSATION OF BOARD OF DIRECTORS

The Board shall receive no compensation of any kind for his/her service as a Board of Director.

(Waste of space. This requirement is already stated in the Articles of Incorporation.)

 

ARTICLE V, Section 4: MEETINGS OF THE BOARD

… At least seven (7) days prior to all Board meetings, excluding Executive Sessions, Informational Meetings and Member/Board Exchanges, an agenda, subject to amendment,... (The board no longer approves the agenda so how do you amend it? And when the agenda is not approved, nothing on the agenda is official and the agenda becomes no more than a suggested or recommended To-Do list)  

 

…Motions made in Board meetings, excluding Executive Sessions, and Member/Board Exchanges, shall be read and passed a minimum of two times by a majority of the then serving Directors before finalized and acted upon unless readings are waived or bylaws are changed which require a vote of two-thirds (2/3) of the then serving Directors… (So…here we go again. At least classify these motions as Main Motions! See above. )

 

ARTICLE V, Section 4: MEETINGS OF THE BOARD

Special Meetings of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the Call for the meeting and posted on the RCSC website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given.

ARTICLE VI – OFFICERS Section 3: “OFFICER” DUTIES says: Call a Special Meeting of the Board of Directors when he or she has received in writing a request to do so signed by a majority of the members of the Board and may call a Special Meeting of the Board on his or her own action;

(So which is it, 3 Directors or the majority of the Directors?)

 

ARTICLE V, Section 5, A:

10. The Board may amend the bylaws with an affirmative vote of 2/3 of the total membership of the Board of Directors. (It’s nice to see that the bylaws finally mandate a 2/3rds vote to amend them, but where’s the requirement for “previous notice”? ARTICLE V, Section 4 only requires that an Agenda be posted and since the Agendas are no longer Approved, they have no official capacity. What if a board member moves to amend the bylaws when it’s his/her time to comment or during New Business?  New Business can always be raised at a meeting unless there is a special Order of Business documented as a Special Rule of Order preventing it. So if, in fact, a motion is made by a Director to amend a bylaw at such a time, it would be done without any previous notice to the other members on the board. )    

 

ARTICLE IX – INITIATIVE, REFERENDUM AND RECALL PETITIONS

I think the entire petition process is nothing more than one more control over the Members. It can also be a conflict of interest for those deciding whether or not to authorize a petition. The only involvement Management should have is to document and number the pro-forma petition regardless of the subject matter. The validity of the issue in question will be determined if the petitioner can succeed in getting 10% of the community to sign the petition in agreement. It is nice to see that signatures can now be collected on RCSC property. That was a no-brainer which removed a double-standard!

 

Closing comments

 

Special Rules of Order

In addition to the bylaws, the board really needs to start documenting Special Rules of Order.

• These are rules that will take precedence over RONR.
• If you don’t like a current rule stated in RONR you simply establish the new rule, vote and document what the new rule would be.
• If an existing rule is simply suspended, it is only suspended for that one particular motion or meeting unless a special rule of order was established and documented so that the new rule will stay in effect for all future meetings.

 

Examples of special rules of order would be to establish the organization's own order of business, or a rule relating to the length and number of times a member can speak in debate.

 

Consent Agenda

It’s noted that on occasion the unofficial Agendas list a Consent Agenda. It’s important to note that a Consent Agenda isn’t authorized to be used unless it has been documented as a special rule of order (See RONR 41:32)

 

Electronic Meetings

I’m disappointed to see that there were no provisions for the board to hold electronic meetings if only in case of emergencies. Electronic meetings must be authorized in the bylaws (See RONR 9:30).

 

It’s my understanding that some Committees hold their meetings via ZOOM. Unless electronic meetings are authorized in the bylaws or the committee is authorized by the board that created it to do so, they are not permitted (See RONR 50:26).

 

Are the newly proposed changed Member Friendly?

So… when all is said and done, and with all the hard work and time that went into revising the bylaws by the committee, what benefit did the Members actually receive? And were these revised bylaws made more Members Friendly? Not really.

• We still can’t vote at our own membership meeting where the results actually have value, and that’s the issue that first initiated this revision!
• The only full benefit I see is that the Members are now allowed to collect signatures for proxies and petitions on RCSC property.
•  I value the reduction of the quorum to 800 as only a half-benefit because they now limit the number of proxies each Member can hold to 10.

 

This review is just one man’s opinion and by no means all-inclusive. There are much smarter people than I who would do a much better job at evaluating these contents.

 

Sorry folks, but we have lost the ability and privilege of co-governance within our community.

 

 I’m not just making this stuff up and I’d be happy to discuss any of my comments with anybody. And as always, I welcome the opportunity to be proven wrong. I consider it as part of my continuing education.

Submitted by Tom Marone - Advisory Panel Sun City AdvoBuicates

For another Advisory Panel view on the Election and Bylaw process - See Bill Pearson's thread on Talk of Sun City -  Building Trust in the Process