WHEREAS Article IV, Section 7 of the Corporate Bylaws empowers the Board of Directors (“Board” or “Directors”) of the Recreation Centers of Sun City, Inc. (“RCSC” or “Corporation”) to adopt Policies (“BP” or “Policies”) not in conflict with the Restated Articles of Incorporation (“Articles”) or the Corporate Bylaws (“Bylaws”).
WHEREAS to minimize inconsistencies, misunderstandings and misinterpretations inherent in verbal instructions, rules and regulations, the Board of Directors has established Board Policies in written form. Such Policies shall be titled, numbered and indexed for easy reference and use.
WHEREAS the Restated Articles of Incorporation and the Corporate Bylaws shall take precedence over Board Policies and that the following Board Policy on Code of Conduct and RCSC Rules and Regulations shall provide instruction, direction and guidelines regarding such and shall remain in effect until such time it is amended or removed by the Board.
NOW, THEREFORE BE IT RESOLVED the Corporation shall adhere to the following policies regarding Board of Directors, Management and Commissions:
A. Board of Directors
1. The Board’s fiduciary duty requires Directors to act in the best interests and for the benefit of the corporation. This duty requires Directors to avoid conflicts of interest and acting out of self-interest; and to act as reasonable people in conducting the affairs of the corporation.
2. Except for Directors who are also Officers and who are required by the Corporate Bylaws to perform certain operational functions in their official capacities, the Board of Directors’ duty and responsibility is to establish policy and to ensure the implementation of that policy by Management.
3. It is the role of the Board to establish objectives and approve budgets for the Corporation. The Board can delegate the implementation of its decisions to the General Manager. The Board can direct and empower the General Manager to take actions on behalf of the Corporation.
4. Directors have no direct supervisory authority over RCSC personnel, excluding the General Manager. Directors shall make any requests for reports, information, repairs, maintenance or any other requests to Management only.
5. Any Director shall have the right to attend, as a guest, all meetings of Committees or Staff. Directors attending a meeting are guests and may not participate during the meeting unless invited to do so by the Committee Chair. In no instance shall a guest Director have the right to vote on any issue before the Committee.
B. Management
1. Management is responsible for directing, coordinating and overseeing operations, process and personnel of the Recreation Centers of Sun City, Inc. Management is given the authority by the Board of Directors to make decisions to meet their responsibilities, to include any and all expenditures, so long as such expenditures are maintained within the guidelines of the approved annual budget.
2. Management is responsible for the day-to-day operations of the Corporation and enforcing the Restated Articles of Incorporation, Corporate Bylaws, Board Policies, Cardholders & Guests Code of Conduct, and any Rules and Regulations of the Corporation.
3. Management has the responsibility to recommend policy changes to the Board, but Management has no authority to establish Board Policy.
4. Management has the authority and responsibility to implement policies, procedures, rules and regulations covering day-to-day operations and personnel provided that such are compatible with the Restated Articles of Incorporation, Corporate Bylaws and Board Policies.
5. Management is defined in the Corporate Documents as the General Manager, the Assistant General Manager, the Director of Support & Services, the Director of Golf & Grounds, the Director of Member Services, the Director of Bowling Operations, the Director of Human Resources, and the Controller.
C. Commissions
1. Commissions may be established by the Board of Directors and be made up of Directors only. The purpose of a Commission is to carry out specific business of the Corporation, with written guidelines, as assigned to that Commission by the Board. The Board of Directors shall empower Commissions to take action on behalf of the Corporation to fulfill such duties as defined in Corporate Bylaws and Board Policies.
BE IT FURTHER RESOLVED that a copy of this resolution shall be posted on the RCSC website for members and shall be made available to members upon request at no cost.
Adopted and signed this 27th day of October, 2016 at a duly called Board meeting by a majority (5) of the Recreation Centers of Sun City, Inc. Board of Directors.
