RCSC rejects decreased quorum in Sun City

By Rusty Bradshaw
Independent Newsmedia

A 2009 decision to increase the Recreation Centers of Sun City membership meeting quorum was reaffirmed when a resident got a reduction request brought before the board.

Carole Martinez

Carole Martinez, a former RCSC board member, went to the board during its April 25 meeting to make a motion to reduce the quorum from 1,250 to 500. She was instructed only board members could place motions on meeting agendas. Board member Diana Graettinger agreed to look at her proposal and made the motion during the board’s May 13 meeting to reduce the quorum to 500. The motion did receive a second and eventually a vote, which ended in a unanimous defeat.

“I believe that all members should be heard,” Ms. Graettinger said. “I may not agree with it and I could vote against it, but members should be heard.”

RCSC officials used to conduct quarterly membership meetings in which cardholders in good standing could present proposals to be considered by the board and possibly voted on by the attending membership. However, quarterly membership meetings could only be conducted, under the RCSC bylaws at the time, if 100 or more members were in attendance. The board voted to change the bylaws to reflect the quorum to be 1,250 qualified members. The board also later went to an annual, rather than quarterly, membership meeting.

The board’s original proposal was to take the quorum to 10% of the membership, which at the time was about 3,500. But after discussion, the board decided to reduce its proposal to 1,250 and that number was approved. A membership meeting quorum has not been satisfied since the change.

In 2009 RCSC officials said the proposed increased quorum was to bring consistency to the corporate governing documents. Under Article III, Section 3 of the bylaws, a special membership meeting may be called with a petition signed by no less than one-10th, or 10 percent, of the eligible members.

“It has been 10 years since there has been a membership meeting, and that is a direct result of the quorum being too high,” Ms. Martinez said May 13.

However, until the January 2009 membership meeting, RCSC went nearly three years under the 100-member quorum without a membership quorum. RCSC membership meetings satisfied the 100-member quorum requirement in two of the four quarterly meetings in 2009.

Resident Norm Thielking said during the May 13 meeting the increased quorum was designed to avoid what he called a hostile takeover of the corp. by a small group. However, Ms. Martinez said there were safeguards already built into the corporate documents to keep the board in control.

According to Article IV, Section 2 of the corporate bylaws, special membership meetings can be called by the board as a whole, board president or by petition of 10% of the member votes entitled to be cast according to the corp. records as of the preceding July 1. The reason for the meeting shall be stated in such call and petition. A meeting must be conducted within 60 days of petition signatures validation.

Diana Graettinger

After receiving the petition and validating the signatures thereon, the president shall set a date for such meeting, which shall be held within sixty (60) days after validation of the signatures is completed.

Under Article IV Section 4, membership meeting rules state meeting business is referred to the board for study and considered only as a recommendation to the board. If the disposition of these proposals or matters is determined by the board not to be in the best interest of the corporation, the board shall announce its decision and such proposal or matter shall not be considered further.

“The Members may, by petition signed by at least 10 percent (10%) of the total membership of the corporation as of the first day of the preceding July, bring the proposal or matter before the membership for a majority vote of the members present at a duly called and noticed Annual or special membership meeting,” as stated in the section.

Board member Rich Hoffer believes RCSC members have plenty of opportunities to participate in corporate business but choose not to.

“People don’t move to Sun City to sit through meetings,” he said. “I can point to several times and events where more than 1,250 people have attended.”

He cited such events as Sun Bowl concerts, Men’s Club bingo, meetings about utility increases and others.

“I can’t believe if the membership were really excited about something they would be here in large numbers,” he said.

It was also pointed out that state statute calls for a 10% quorum. However, Dave Weiland, a former RCSC board member, said the statutue states either 10% or whatever figure the corporation chooses.

He added, jokingly, that RCSC officials should conduct membership meetings following a popular event.

“Maybe you should have a Rolling Stone tribute at the Sun Bowl with the annual meeting afterwards,” he said.



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