Marone: Reader offers thoughts on new quorum in Sun City

After reading the article (“New quorum on the horizon?” Sun City Independent, June 14, 2023), I had several thoughts.

Many argue that 500 members at the annual membership meeting is too low because a small number of attendees holding proxies could offer motions to amend the bylaws that might not be good for Sun City.

First of all, one philosophy regarding a quorum is that the quorum should be set at the number of members you can reasonably expect to attend the meetings. How else can you conduct business if you can’t achieve a quorum? Maybe that’s why it was 12 years between our last two meetings?

Next, any motion amending the bylaws has to be posted prior to the meeting so that everybody knows what will be offered at the meeting. Those who disagree with the motion have the opportunity to attend the meeting and offer their points of opposition and vote against the motion.

And because the articles of incorporation gives the power to both the board and the members to amend the bylaws, if for some reason the members do manage to pass a damaging bylaw, the board at its next scheduled or special called session, can vote to eliminate that very bylaw. If the members still feel strong enough about their bylaw, they would need to go through the petition process gathering the signatures of 10% of the community in order to call a special meeting and vote to override the board. Not a very easy task when you consider we can’t, for the most part, even get enough members to achieve a quorum at our annual meetings!

And this is, of course, ignoring the fact that we haven’t been allowed to vote at our own membership meeting! That’s a story for another day.

Lastly, the motion on proxies stated in the article that was said to have failed because it didn’t receive a two-thirds vote is another issue of concern. Someone needs to show me where in the bylaws that a two-thirds vote is required to pass a bylaw by the board. If the bylaws don’t address the vote requirement then you look to the articles of incorporation. And if the articles of incorporation don’t address it, you go to the Arizona Revised Statutes Title 10 and 10-11003 will tell you that the board requires either a two-thirds vote, or a majority of the voting powers, whichever is less. A two-thirds vote of a board of nine is six board members but the majority of the voting power is only five, which is the lesser of the two options. The good news is that the motion would have failed anyway because neither a two-thirds nor the majority of the voting power had been met.

And as far as the minutes of the board meetings are concerned, when you take a roll call vote the minutes should publish the manner in which each board member had voted.

Editor’s Note: We’d like to invite our readers to submit their civil comments, pro or con, on this issue. Email AZOpinions@iniusa.org.