WHEREAS Article IV, Section 7 of the Corporate Bylaws empowers the Board
of Directors to adopt Policies not in conflict with the Restated
Articles of Incorporation (“Articles”) or the Corporate Bylaws
(“Bylaws”).
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors (“Board” or
“Directors”) of the Recreation Centers of Sun City, Inc. (“RCSC” or
“Corporation”) in an effort to maintain and carry out its fiduciary
responsibility to its Members, adopts the following Board Policy (“BP”
or “Policies”) on April 24, 2008.
NOW, THEREFORE, BE IT RESOLVED that 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.
NOW, THEREFORE, BE IT RESOLVED that the Restated Articles of
Incorporation and the Corporate Bylaws shall take precedence over Board
Policies and that the following Board Policy regarding the Board of
Directors, Management and Committees shall provide instruction,
direction and guidelines regarding such and shall remain in effect until
such time it is amended or removed by the Board.
A. Board of Directors
1. 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.
2. Directors
have no direct authority over RCSC personnel, excluding the General
Manager and Executive Coordinator to the Board. Directors shall make any
requests for reports, information, repairs, maintenance or any other
requests to Management only.
3. 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 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.
2.
Management has the
responsibility to recommend policy changes to the Board, but Management
has no authority to establish Board Policy.
3. 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.
C. Committees
1. Committees
shall be established in accordance with the Corporate Bylaws and shall
have only an advisory function to the Board of Directors and
Management. Committees may make suggestions to the Board regarding
policies, rules and regulations pertaining to their particular function.
2. The
purpose of a Committee is to make recommendations to the Board of
Directors and Management using their knowledge of the RCSC Cardholders
they represent, as appropriate. Committees have no authority to spend
corporate funds, to determine any course of action, or to order any
action be taken.
3. Every
Committee Chairperson must provide a complete file of their Committee's
activities to the Board office. These Committee files are the property
of the Corporation and may not be removed or destroyed without Board
approval. The Chairperson of any Committee who writes a letter on
behalf of the Committee must copy the Board. All communications
pertaining to a Committee's activities must be placed in the Committee's
office file.
BOARD
POLICY RESOLUTION INDEX
