1. What are the Articles of Incorporation and what powers do Members have?
The RCSC Restated Articles of Incorporation (“Articles”) define the general nature of business in which the corporation is engaged and certain powers of the corporation and its Board of Directors and Members. In order for RCSC to govern effectively, the Members elect a Board of Directors to act on their behalf. The corporate documents delegate most of RCSC’s decision-making powers to the Board.
This leaves the Members with very few direct powers. The Members have the voting power to:
a. Elect and remove Directors
b. Amend the Restated Articles of Incorporation
c. Convey assets exceeding $50,000 in assessed value
d. Approve indebtedness or liability in excess of $750,000
RCSC is not now, nor has it been in debt in excess of $750,000. The Fairway project was paid for by cash as it was completed.
2. How are the RCSC Articles of Incorporation changed?
An amendment to the Restated Articles of Incorporation may be proposed by resolution of the Board of Directors or by petition signed by at least ten percent (10%) of the total membership of the Corporation as of the first day of the preceding July. The proposed amendment shall be submitted to a vote of the Members at a regular or special meeting called pursuant to the provision of the Bylaws. Contrary to the RCSC Articles, however, the proposed amendment cannot be adopted or rejected by a majority vote of the Members, present or represented by proxy, because Arizona Revised Statutes Title 10 requires a two-thirds vote of the Members.
3. What are the Corporate Bylaws?
Corporate Bylaws are formally adopted governing regulations for the administration and management of RCSC. Bylaws address such topics as:
1. Requirements for membership
2. Requirements for membership meetings
3. Voting rights of Members
4. Procedures for electing the Board of Directors
5. Procedures for the Board of Directors to elect officers
6. General powers and duties of the Board
4. How are the RCSC Corporate Bylaws changed?
The Board of Directors is given the power to amend the Corporate Bylaws in the Restated Articles of Incorporation. Members have two methods by which they can amend the Corporate Bylaws:
a. Members may present a timely notice (at least 10 days prior to a Board meeting) to the Board of Directors of a proposed Bylaw amendment. At the Board meeting, a majority of the Board of Directors could vote in favor or against the Members’ Bylaw amendment.
b. A Member could petition for a special membership meeting to have the Members consider the proposed Bylaw amendment. Special meetings of the Members may be called by the Board of Directors, President of the Corporation or by petition of the Members having at least one-tenth (1/10) of the votes entitled to be cast according to the Corporation’s records as of the preceding July 1.The reason for the meeting shall be stated in such call and petition. 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.
With respect to a special meeting called by petition of the Members for the purpose of amending the Restated Articles of Incorporation or the Corporate Bylaws, the Board, after validation of the petition, shall set a special meeting.
A written notice shall be posted in RCSC facilities and/or published in the RCSC newsletter (SunViews) and/or on the RCSC website not less than ten (10) days, nor more than fifty (50) days before the date of the meeting.
5. What are the Board Policies?
Board Policies enact rules and regulations or formalize other types of Board decisions. RCSC has two basic types of Board Policies:
a. Policy: These are resolutions that affect RCSC Members, Cardholders and Sun City property owners’ rights and obligations. (For example – rules for the use of the recreational facilities, golf courses, and chartered clubs.)
b. Administrative: These are resolutions that address the internal operations of the corporation. (For example – bid procedures, collection procedures, financial management.)
6. How are Board Policies changed?
The Board of Directors has authority to establish, change, and/or delete Board Policies, Cardholders and Guest Code of Conduct, and any Rules and Regulations of the Corporation as deemed necessary and within the authority as outlined in RCSC Restated Articles of Incorporation and Corporate Bylaws.
Such matters, being solely within the powers delegated to the Board in accordance with the Corporate Bylaws, Members may recommend an amendment to Board Policy at a membership meeting, the disposition of which may be announced at the next regular Membership meeting.
If the disposition of the amendment 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 ten 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 or represented by proxy at a duly called and noticed Regular or Special Membership meeting.
7. How do Federal, State, and Local laws affect RCSC corporate documents?
Federal, state and local laws supersede any of RCSC corporate documents. To that end, RCSC is regulated by Arizona Revised Statutes Title 10 as a private, non-profit corporation. RCSC is not now, nor has been in violation of any federal, state or local laws.
8. Why isn’t RCSC regulated by Title 33 for planned community associations?
RCSC does not qualify under Title 33 as a planned community association, because not every property owner in Sun City is required or can qualify to be a member of the Recreation Centers of Sun City. A planned community association is a common interest organization to which all the owners of lots in a planned community must belong. The four defining characteristics of a planned community association are: 1) all owners are automatically members; 2) governing documents create mutual obligations; 3) mandatory fees or assessments are generally levied against owners and used for the operation of the association; and 4) owners share a property interest in the community.
There are three qualifications required to be an RCSC Member:
1. Must be a Deeded Real Estate Owner of property located in Sun City, Arizona;
2. Must be 55 years of age or older (unless qualified under spousal exemption); and
3. Must occupy the Sun City property as his/her primary Arizona residence unless his/her other Arizona residence is farther than seventy-five (75) miles from Sun City.
