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RECREATION CENTERS OF SUN CITY, INC.
CORPORATE BYLAWS
Amended
June 26, 2008
(click on link to go to
that section)
ARTICLE I – OFFICE AND RCSC FACILITIES
ARTICLE II – MEMBERSHIP, CARDHOLDERS,
ASSESSMENTS AND FEES
ARTICLE III - MEETINGS
ARTICLE IV - BOARD OF DIRECTORS
ARTICLE V – OFFICERS
ARTICLE VI - COMMITTEES
ARTICLE VII - CHARTERED CLUBS
ARTICLE VIII - NOMINATION AND
APPOINTMENT PROCEDURES
ARTICLE IX - ELECTION OF DIRECTORS
ARTICLE X –VOTING PROCEDURES AT
MEMBERSHIP MEETINGS
WHEREAS Article VIII, Section 3 of the
Restated Articles of Incorporation provides that the
Board of Directors may adopt Corporate Bylaws not in
conflict with the Restated Articles of Incorporation.
NOW, THEREFORE, the Board of Directors
(“Board” or “Director(s)”) of the Recreation Centers of
Sun City, Inc. (“RCSC” or “Corporation”) adopts the
following Corporate Bylaws in their entirety on December
20, 2007:
ARTICLE I – OFFICE AND RCSC FACILITIES
The principal Corporate office for the transaction of
business of the Recreation Centers of Sun City, Inc. is
located in Sun City, Maricopa County, Arizona.
Smoking shall be prohibited and banned inside all
buildings of the Recreation Centers of Sun City, Inc.
and also throughout and around RCSC facilities and per
Federal and Arizona State law.
ARTICLE II – MEMBERSHIP, CARDHOLDERS, ASSESSMENTS AND
FEES
For purposes of clarification, the following definition
shall be used: (a) Property: Any land, building or
structure or portion of any building or structure which
is, has been or is intended to be, for use and occupancy
as a dwelling unit, real property in Sun City, Arizona
as defined by these Corporate Bylaws.
SECTION 1: MEMBERS, MEMBERSHIP AND MEMBER CARDS
Members shall be Deeded Real Estate Owners (“Owner(s)”)
of property located in the area entitled "Sun City
General Plan, Maricopa County, Arizona," as prepared by
the Del E. Webb Development Company and dated July 1972,
November 1974, August 1975, and September 1978 with
subsequent amendments thereto. Owners who meet the
following qualifications shall be entitled to a Member
Card and therefore considered as the Membership of the
Corporation, as long as they are Members in good
standing:
A. A
Member must be an Owner 55 years of age or older and
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 in
which case the Owner(s) must provide proof that he/she
occupies the Sun City residence as well.
B. If
a spousal Owner is
under 55 years of age, he/she may be a Member, provided:
(i) he/she
is not under 19 years of age;
(ii) he/she
occupies 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 in which case
the
Owner(s) must provide proof that he/she occupies the Sun
City
residence as well; and
(iii) that
one spousal Owner is 55 years of age or older and
occupies
the
property at the same time.
Continued
Membership by an underage spousal Owner, because
of the death or long term medical relocation of the Owner
meeting the age requirement, shall continue only as long as
the spousal Owner does not change the ownership and his/her
occupancy status of the property.
C. If
there are more than two Deeded Real Estate Owners per
property who meet the above qualifications for
Membership and a Member Card, such Owners must decide
which two of the Deeded Real Estate Owners shall be
classified as Members. Up to two Member Cards may be
provided for each property, provided there are two
persons who meet the qualifications of Article II,
Sections 1.A and 1.B of these Corporate Bylaws.
Additional Owners who meet the above qualifications must
purchase a Privilege Card in order to use RCSC
facilities. An Owner who does not occupy a Sun City
property may purchase a Host Punch Card. The Host Punch
Card gives such Owner the privilege of using the RCSC
facilities while temporarily in Sun City, subject to
being signed in by a valid Member or Privilege
Cardholder.
D. If
the Deeded Real Estate Owner is a Trust, two of the
Trustees, Co-Trustees or beneficiaries may be deemed the
Members, provided that they meet the individual Member
qualifications of Article II, Sections 1.A and 1.B of
these Corporate Bylaws. If none of the Trustees,
Co-Trustees or income beneficiaries meet said qualifications,
no person(s) will be eligible for a Member Card.
E. If
the Deeded Real Estate Owner is a Corporation, LLC,
Partnership, LLP, or any other entity (“Company”) that
may represent non-individual ownership other than
Trusts, the Company may select two of its shareholders
or partners to be Members, provided that they meet the
individual Member qualifications of Article II, Sections
1.A and 1.B of these Corporate Bylaws; and further
provided that said individuals have an ownership
interest in said Company. If none of the individuals
meet said qualifications, no person(s) will be eligible
for a Member Card.
F. Each
individual qualified as a Member shall be issued no more
than one Member Card, regardless of whether more than
one Sun City property is owned and assessments and fees
are paid. A multiple property Owner is not considered to
occupy more than one property at a time. Each
individual qualified as a Member is entitled to only one
vote on each matter voted on by the Members.
G. Member
Cardholders in good standing may vote, serve on the
Board or Committees, and use all available RCSC
facilities, subject to the Restated Articles of
Incorporation, Corporate Bylaws, Board Policies,
Cardholders and Guest Code of Conduct, and any Rules and
Regulations of the Corporation and Chartered Clubs. A
Member whose annual property assessments are not paid in
full is not considered a Member in good standing.
H. Member
Cardholders in good standing may become members of the
Chartered Clubs and participate in the activities of
said Clubs, subject to the Restated Articles of
Incorporation, Corporate Bylaws, Board Policies,
Cardholders and Guest Code of Conduct, and any Rules and
Regulations of the Corporation and Chartered Clubs.
I. Member
Cardholders in good standing may participate in
Board/Member exchanges and speak at Board meetings,
subject to the Restated Articles of Incorporation,
Corporate Bylaws, Board Policies, Cardholders and Guest
Code of Conduct, and any Rules and Regulations of the
Corporation and Chartered Clubs.
J. Guests
of Members in good standing may use RCSC facilities for
a fee, as determined by the Board, and subject to the
Restated Articles of Incorporation, Corporate Bylaws,
Board Policies, Cardholders and Guest Code of Conduct,
and any Rules and Regulations of the Corporation and
Chartered Clubs and guests must be signed in by a valid
Member or Privilege Cardholder.
K. No
Member may be denied the use of any RCSC facilities
furnished by the Corporation as long as he/she is in
compliance with the Restated Articles of Incorporation,
Corporate Bylaws, Board Policies, Cardholders Guest Code
of Conduct, any Rules and Regulations of the Corporation
and Chartered Clubs and is a Member in good standing. A
Member whose annual property assessments are not paid in
full is not considered a Member in good standing.
L. A
Member or group of Members, whether or not sponsored by
a Chartered Club, or any other person or persons, must
not behave in a manner which jeopardizes the rights and
privileges of other Cardholders, their guests or any
other person or persons. A Cease and Desist Order may
be issued by the Board or Management against said
Member(s) for such behavior and, upon failure of
said Member(s) to comply with said Order, denial
of the future use of RCSC facilities by said Member(s)
may be ordered by the Board, which may include denied
attendance at any and all Corporate meetings.
M. A
Member may be suspended or expelled from RCSC facilities
or property by the Board, after a hearing by the Board,
for non-compliance by said Member within the provisions
of the Restated Articles of Incorporation, Corporate
Bylaws, Board Policies, Cardholders and Guest Code of
Conduct, and any Rules and Regulations of the
Corporation and Chartered Clubs. Any Member who is
suspended or expelled is not considered to be a Member
in good standing.
N. Written
application for reinstatement may be filed with the
Board after the suspension or expulsion has been in
effect for a minimum of thirty (30) days. During the
period of suspension or expulsion, said Member shall not
be entitled to any privileges of Membership or use
of RCSC facilities or property and shall remain
obligated to pay assessments and fees.
SECTION 2: UNDERAGE DEEDED REAL ESTATE OWNERS
Underage Deeded Real Estate Owners (“Owner(s)”)
of property located in the area entitled "Sun City
General Plan, Maricopa County, Arizona," as prepared by
the Del E. Webb Development Company and dated July 1972,
November 1974, August 1975, and September 1978 with
subsequent amendments thereto, are subject to the
following:
A. An Owner under 55 years of age, who is not eligible
for the spousal Owner
exemption as stated in Article
II, Section 1.B of these Corporate Bylaws, may
be
issued an annual Privilege Card for a fee, as
determined by the Board,
provided the Owner, who is
under 55 years of age:
(i) is not under 19 years of age, and;
(ii) occupies a 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 in
which case the Owner(s) must provide proof that he/she
occupies the Sun City residence as well; and
(iii) provided further that there is verifiable proof of at
least one person 55 years of age or older occupying the
property at the same time.
B. An Owner, who is under the age of 55, but over the
age of 19, and who
does not occupy a Sun City
property as his/her primary Arizona residence,
is
entitled to purchase a Host Punch Card. The Host
Punch Card gives
such Owner the privilege of using
the RCSC facilities while temporarily in
Sun City,
subject to being signed in by a valid Member or
Privilege
Cardholder.
SECTION 3: NON-OWNERS AND PRIVILEGE CARDHOLDERS
Non-Owners, renters, tenants, lessees, occupants
(“Non-Owner(s)”) of property located in the area
entitled "Sun City General Plan, Maricopa County,
Arizona," as prepared by the Del E. Webb Development
Company and dated July 1972, November 1974, August 1975,
and September 1978 with subsequent amendments thereto
and who meet the following qualifications may be
entitled to a Privilege Card:
A. A Non-Owner may be issued an annual Privilege Card
for a fee, as determined
by the Board, provided:
(i) at
least one Owner or Non-Owner who occupies the property
is 55 years of age or older;
(ii) the
Non-Owner occupies 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 in
which case the Non-Owner(s) must provide proof that
he/she occupies the Sun City residence as well;
(iii) the
Non-Owner is not under 19 years of age, and;
(iv) the property assessments and fees, where such Non-Owner
resides, are current.
B. Privilege Card fees are not refundable except:
(i) in
the event of death of the Privilege Cardholder, or;
(ii) upon the purchase of a Sun City, Arizona property, by
the Privilege Cardholder, provided the Privilege
Cardholder has met the related Facilities Agreement
obligations.
(iii) All
refunds shall be on a pro-rata basis and may be subject
to a service charge.
(iv) Refunds shall not be issued if the property assessments
and fees, where such Privilege Cardholders occupied, are
not current.
C. Privilege Cardholders in good standing may use all
available RCSC facilities,
subject to the Restated
Articles of Incorporation, Corporate Bylaws, Board
Policies, Cardholders and Guest Code of Conduct, and any
Rules and
Regulations of the Corporation and Chartered
Clubs. If the annual property
assessments are not
current on the property the Privilege Cardholder
occupies,
they will be denied use of RCSC facilities.
Privilege Cardholders cannot vote or
hold Corporate
office and may not be entitled to participate in
Corporate
meetings.
D. Privilege Cardholders in good standing may become
members of the Chartered
Clubs and participate in the
activities of said Clubs, subject to the Restated
Articles of Incorporation, Corporate Bylaws, Board
Policies, Cardholders and
Guest Code of Conduct, and any
Rules and Regulations of the Corporation and
Chartered
Clubs.
E. Guests of Privilege Cardholders in good standing may use
RCSC facilities for a
fee, as determined by the Board,
and subject to the Restated Articles of
Incorporation,
Corporate Bylaws, Board Policies, Cardholders and Guest
Code of
Conduct, and any Rules and Regulations of the
Corporation and Chartered
Clubs and guests must be
signed in by a valid Member or Privilege Cardholder.
F. No Privilege Cardholder may be denied the use of any
RCSC facilities furnished
by the Corporation as long as
he/she is in compliance with the Restated
Articles of
Incorporation, Corporate Bylaws, Board Policies,
Cardholders and
Guest Code of Conduct, and any Rules and
Regulations of the Corporation and
Chartered Clubs and
is a Cardholder in good standing except if the annual
property assessments are not current on the property the
Privilege Cardholder
occupies.
G. A Privilege Cardholder or group of Privilege
Cardholders, whether or not
sponsored by a Chartered
Club, or any other person or persons, must not
behave in
a manner which jeopardizes the rights and privileges of
other
Cardholders, their guests or any other person or
persons. A Cease and Desist
Order may be issued by the
Board or Management against said Privilege
Cardholder(s)
for such behavior and, upon failure of said
Privilege Cardholder(s)
compliance with said Order,
denial of the future use of RCSC facilities or
property
by said Privilege Cardholder(s) may be ordered by the
Board.
H. A Privilege Cardholder may be suspended or expelled from
RCSC facilities or
property by the Board, after a
hearing by the Board, for non-compliance by said
Privilege Cardholder with the provisions of the Restated
Articles of
Incorporation, Corporate Bylaws, Board
Policies, Cardholders and Guest Code of
Conduct, and any
Rules and Regulations of the Corporation and Chartered
Clubs. Any Cardholder who is suspended or expelled is
not considered to be a
Cardholder in good standing.
I. Written application for reinstatement may be filed with
the Board after the
suspension or expulsion has been in
effect for a minimum of thirty (30) days.
During the
period of suspension or expulsion, said Privilege
Cardholder shall
not be entitled to any
privileges or use of RCSC facilities or property, nor
receive any reimbursement of Privilege Card fees.
SECTION 4: ASSESSMENTS AND FEES
Each and every Deeded Real Estate Owners (“Owner(s)”)
of property located in the area entitled "Sun City
General Plan, Maricopa County, Arizona," as prepared by
the Del E. Webb Development Company and dated July 1972,
November 1974, August 1975, and September 1978 with
subsequent amendments thereto shall join in a Facilities
Agreement. Each Owner shall be responsible for the
payment of assessments and fees.
A. Owners must execute a Facilities Agreement in the
form required by the
Corporation, obligating
property Owners to pay property assessments when
due. The Facilities Agreement shall obligate Owners
to pay assessments
whether or not Owners occupy the
property or use RCSC facilities.
B.
Assessments and fees shall be determined by the
Board and shall be payable
by property Owners
pursuant to the Facilities Agreement.
C.
Late fees and penalties, as determined by the Board,
shall be imposed on all
property assessments and
fees which are in arrears. Legal action to secure
payment may be taken, as authorized by Arizona State
Law, including but not
limited to additional fees,
liens and the enforcement of the same. Any Owner
whose assessments and/or fees are in arrears is not
considered a Member in
good standing.
D.
Property assessments are not refundable except:
(i) in
the event of death of an Owner, or;
(ii) upon the sale of the Owner’s Sun City, Arizona property,
provided the Owner has met the obligations as described
in the Facilities Agreement and the purchaser(s) have
executed said Facilities Agreement, or;
(iii) in
the event of death of an Owner resulting in an estate
property; however, no refund shall be issued until the
sale of such Sun City, Arizona estate property, provided
all annual assessments and fees are then current.
(iv) All
refunds shall be on a pro-rata basis and may be subject
to a service charge.
E.
A Preservation and Improvement Fee, as
determined by the Board, shall
be imposed on the
purchase, acquisition, transfer, inheritance, gift
or any
change in ownership of legal or beneficial
interest in the title to property
located in Sun
City, Arizona pursuant to any deed, contract for
sale, will or
other instrument or document
transferring an interest in such property, so long
as the original payor of said Preservation
and Improvement Fee no
longer retains a
majority ownership
interest in the property.
F. A Transfer Fee, as determined by the Board, shall be
imposed on the purchase,
acquisition, transfer,
inheritance, gift or any change in ownership of
legal or
beneficial interest in the title to
property located in Sun City, Arizona pursuant
to
any deed, contract for sale, will or other
instrument or document transferring
an interest in
such property, so long as the original payer of said
Transfer Fee
no longer retains a
majority ownership interest
in the property.
G.
A onetime Access Fee per property, as determined by
the Board, shall be paid
by the builder, owner or
developer desiring to have access to the RCSC
facilities for future property owners. Said
builder/owner/developer must
execute a Facilities
Agreement with the Corporation. Purchasers of
individual
properties are also required to execute a
Facilities Agreement and pay a
Preservation
and Improvement Fee.
ARTICLE III - MEETINGS
SECTION 1: REGULAR MEMBERSHIP MEETINGS
Regular meetings of the Members shall be
held four times throughout each year on the same day as
the Regular Board Meetings in January, May, September,
and November.
Written notice stating the place, day and hour of the
regular meetings of the Members shall be posted in RCSC
facilities and published in the RCSC newsletter
(SunViews)
and/or on the RCSC website
(www.sunaz.com),
not less than ten (10) days, nor more than fifty (50)
days before the date of the meeting.
With respect to amendments to the Corporate Bylaws,
notice of any proposed amendment shall be given by
written notice to the Board of Directors and posted in
RCSC facilities at least ten (10) days prior to a Board
meeting at which these changes shall be considered.
With respect to amendments to the Restated Articles of
Incorporation, notice of any proposed amendment shall be
posted in RCSC facilities and published in the RCSC
newsletter
(SunViews)
and/or on the RCSC website
(www.sunaz.com)
at least thirty (30) days prior to a Membership meeting
at which these changes shall be considered. Such notice
shall include the proposed changes to the Restated
Articles of Incorporation.
SECTION 2: ANNUAL MEMBERSHIP MEETINGS
The regular meeting held in January of each year shall
be the Annual Meeting of the Members.
SECTION 3: SPECIAL MEMBERSHIP MEETINGS
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 published in the RCSC newsletter
(SunViews)
and/or on the RCSC website
(www.sunaz.com)
not less than ten (10) days, nor more than fifty (50)
days before the date of the meeting.
With respect to a special meeting of the Members called
by the Board of Directors or the President of the
Corporation, a written notice shall be posted in RCSC
facilities and published in the RCSC newsletter
(SunViews)
and/or on the RCSC website
(www.sunaz.com)
not less than ten (10) days, nor more than fifty (50)
days before the date of the meeting. Notice shall
include information concerning the purpose for the
special meeting.
SECTION 4: MEMBERSHIP QUORUM
A quorum for any Membership meeting shall consist of not
less than one hundred (100) Members in good standing,
including proxies. All proxies must be filed with the
Secretary of the Corporation no less than three (3)
business days prior to a Membership meeting; all proxies
are valid for a maximum of three (3) months from the
date of execution. A quorum shall be presumed in the
absence of a challenge. If, however, such quorum shall
not be present or represented at any meeting of the
Members, the Members entitled to vote at such meeting
shall have the power to adjourn the meeting without
notice other than announcement at the meeting, until a
quorum is present or represented.
Once a quorum has been established for any meeting,
appropriate business may be conducted and decided by a
majority vote of those present or represented.
SECTION 5: MEMBERSHIP MEETING RULES AND REGULATIONS
The laws of the State of Arizona, the Restated Articles
of Incorporation, Corporate Bylaws, Board Policies,
Cardholders and Guest Code of Conduct, and any Rules and
Regulations of the Corporation and Chartered Clubs shall
govern procedure at all meetings of the Corporation, and
Robert's Rules of Order, when applicable, shall apply,
provided they are not inconsistent with the
aforementioned. The President may appoint a
parliamentarian to serve during his/her term of office.
New proposals or matters relating to the conduct of the
business affairs of the Corporation, if brought before a
Membership meeting, and not previously considered by the
Board, shall, at the request of the President, be
referred to the Board for study. Such matters, being
solely within the powers delegated to the Board in
accordance with the laws of the State of Arizona, the
Restated Articles of Incorporation, the Corporate
Bylaws, Board Policies, and any Rules and Regulations of
the Corporation and Chartered Clubs will be considered
only as a recommendation to the Board, the disposition
of which may be announced at the next regular Membership
meeting.
ARTICLE IV - BOARD OF DIRECTORS
SECTION 1: FISCAL YEAR
For all purposes, financial and otherwise, the calendar
year January 1 - December 31, shall be synonymous with
the term “fiscal year” of the Recreation Centers of Sun
City, Inc. (RCSC).
SECTION 2: COMPENSATION OF DIRECTORS
The Board of Directors (“Board”) shall receive no
compensation of any kind for his/her service as a Board
of Director (“Director”) or Officer or from any group
using RCSC facilities. Furthermore, a Director cannot
serve on any Chartered Club Boards during their term in
office.
SECTION 3: INSTALLATION OF DIRECTORS
At the first regular Board meeting after a Director has
been newly-elected or newly-appointed, the President of
the Corporation shall formally install the new
Director(s) specifying when their term of office
commences.
SECTION 4: ELECTION OF OFFICERS
The Board shall meet on the first business day after
January 1 for election of Officers. At this
organizational meeting, the Board shall select from
their own number, by ballot, the Officers listed in
Article V of these Corporate Bylaws who shall serve for
the term of one year, to end at the election of Officers
in the following year.
A Director may be re-elected to consecutive terms as an
Officer if he/she receives the majority approval of the
Board of Directors.
SECTION 5: LENGTH OF TERMS AND VACANCIES
The term of office for an elected Director shall be
three (3) years. At the annual election, three (3)
Directors shall be elected. One, two or three-year
elected terms enter into the six (6) year limit set
forth in the Restated Articles of Incorporation. In the
event more than three (3) vacancies exist as of the
deadline for turning in the petitions, those vacancies
shall also be filled at the annual election as follows:
(i) The
candidate receiving the highest number of votes, after
the three (3) three-year terms are filled, shall fill
the next longest vacant term.
(ii) If
a candidate is elected to a Board position and, prior to
the beginning date of the term for which he/she has been
elected, declines or is unable to assume the office
(“declining candidate”), then the term of the declining candidate(s) shall be filled with the unsuccessful
candidate(s) receiving the next highest number of votes,
based on the vote totals of the candidates in the last
annual Directors’ election. A candidate receiving less
than one hundred (100) votes shall not be eligible to
fill any vacancies.
(iii) The
Balloting Committee (hereinafter referred to as the
“Election Committee”) will determine the order of
placement in the event of a tie vote. The method shall
be a simple drawing of the names of the candidates
involved in the tie vote.
(iv) Vacancies occurring on the Board during the year
(January 1 through December 31) may be filled by
appointment of the Board. A majority vote of the Board
is required for said appointment. An appointment ends
on December 31 of the year appointed. An appointed term
does not enter in the six-year limit set forth in the
Restated Articles of Incorporation.
SECTION 6: MEETINGS OF THE BOARD
Regular monthly meetings of the Board of Directors shall
be held on the day or days as designated by the Board.
The Board may elect to delete one summer meeting. The
President or his/her appointee shall preside at all
meetings. Six (6) Board of Directors shall constitute
a quorum.
The regular meetings of the Board of Directors, with a
prepared agenda, shall be open to the Members and the
press. At each of these meetings, a specified time may
be allotted for the Members to make comments in regards
to Corporate matters.
Special meetings of the Board of Directors may be called
by the President or upon the written request of three
(3) or more of the Board of Directors. The purpose of
the meeting shall be stated in the call. Except in
cases of emergency, at least seventy-two (72) hours
notice shall be given.
The Board may meet in an Executive Session (closed
meeting) to discuss confidential matters, such as;
litigation; matters relating to formation of contracts
with third parties; Member or Privilege Cardholder
discipline and personnel matters. Before going into
Executive Session, the Chair must state such and all
matters discussed thereafter shall remain confidential.
Executive Sessions may be called during any work session
or regular, special or emergency meeting of the Board
and/or the Membership. The Board has the authority to
take final action in Executive Session and is not
required to make public those decisions that are of a
confidential nature. Minutes may or may not be taken of
Executive Sessions. If they are recorded, they are
retained as a part of the confidential records of the
Corporation.
SECTION 7: BOARD AUTHORITY
The Board of Directors shall have the authority to
employ the General Manager and the Executive Coordinator
to the Board; to hold and administer Corporate assets,
and direct, control, manage, and supervise the business
and financial affairs of the Corporation without
limitation, except as set forth in the Restated Articles
of Incorporation.
The Board of Directors shall have 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 the Restated
Articles of Incorporation and these Corporate Bylaws.
ARTICLE V – OFFICERS
SECTION 1: OFFICERS OF THE CORPORATION
The Officers of the Corporation shall be President,
Vice-President, Secretary, and Treasurer and shall be
elected pursuant to Article IV, Section 4 of these
Corporate Bylaws.
SECTION 2: PRESIDENT
The President shall be Chair and shall preside at and
conduct all meetings by a formal order of business. The
President shall have general supervision and direction
of the affairs of the Corporation in accordance with the
Restated Articles of Incorporation, these Corporate
Bylaws, Board Policies, and any Rules and Regulations of
the Corporation. The President shall have authority to
administer all matters not otherwise expressly
delegated; shall appoint all Committee Chairpersons, and
shall call special meetings of the Membership and/or
Board.
After approval by the Board, he/she may execute bonds,
investments, debts, and other contracts requiring a
seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and
executed, and except where the signing and execution
thereof may be expressly delegated by the Board to some
other Officer or Agent of the Corporation.
SECTION 3: VICE-PRESIDENT
The Vice-President shall perform such duties as assigned
by the President and in the absence or incapacity of the
President; shall perform the duties of the President.
SECTION 4: SECRETARY
The Secretary shall adhere to the duties of the
Secretary as outlined in Robert's Rules of Order and
shall assure that the Corporate Board of Directors
records of the Corporation are maintained and in order.
SECTION 5: TREASURER AND ASSISTANT TREASURER
The Treasurer shall issue financial statements when
required and perform such other duties as ordinarily
pertain to that office. The Treasurer shall ensure that
financial records and cash/investment handling
procedures are audited after the close of each fiscal
year by a Certified Public Accountant, as selected by
the Board. The Treasurer shall make certain that annual
income tax returns and other required Corporate filings
have been filed as required.
The Treasurer shall require safeguards to protect
Corporate assets. Any
indebtedness issued in the name of the Corporation shall
be signed by the Treasurer after such indebtedness is
approved by a majority of the Board of Directors.
The Board of Directors may appoint an Assistant
Treasurer and who shall in the absence or incapacity of
the Treasurer, have the duties and the responsibilities
of the Treasurer, but shall receive no compensation
therefore. An appointed Assistant Treasurer must be a
Member in good standing. In the event of the absence of
the Treasurer, any appointee who has been designated by
the Board to countersign checks, may become a signatory.
SECTION 6: THEFT, DISHONESTY AND LIABILITY INSURANCE
The Officers of the Corporation
shall ensure that an Employee Dishonesty Insurance
Policy, as determined by the Board, is in place to
insure the Corporation against losses relating to theft
or mishandling of assets by Employees, Directors or
Corporate Agents. The Corporation shall provide
Directors and Officers liability insurance for all
Directors and Officers and their spouses.
SECTION 7: REMOVAL OF BOARD OFFICERS
A Board Officer who is unwilling
or incapable of satisfactorily performing the
responsibilities of his/her office, may be removed from
his/her office by a ballot vote of a majority of the
Board of Directors. An Officer so removed shall be
eligible to continue as a Director. The Restated
Articles of Incorporation addresses removal of any
elected or appointed Director from the Board.
A new election of the Officer by the Board of Directors
for the vacated position(s) shall be held within fifteen
(15) days after removal. In the case of a vacancy in
the President’s office, the Vice President will perform
the duties of the President until a new President is
elected.
SECTION 8: INDEMNIFICATION
Recreation Centers of Sun City, Inc., its successors and
assigns, hereby agree to protect, defend, indemnify and
hold harmless its Directors and their spouses, Officers,
Management and Employees (“Agents”) from and against any
and all claims, demands, actions, damages, loss, and
judgments arising out of or occurring in connection with
any act or omission of such, including reasonable
attorney fees and court costs. Such indemnification of
said Agents of the Recreation Centers of Sun City, Inc.
shall exclude any such liability caused by gross
negligence or willful misconduct.
ARTICLE VI - COMMITTEES
It shall be mandatory, at the next regular Board meeting
after election of the President, that the Chairpersons
of the standing committees be appointed. The
Chairpersons may select the other members of the
committees, one of whom may be a fellow Director, with
the others being selected from the Membership at large.
The Board shall be empowered to create or eliminate
standing committees as they may deem necessary to
properly and effectively carry on the affairs of the
Corporation. All standing committees shall attempt to
have no less than five (5) members, with a Board of
Director as Chair. The Chair shall be responsible for
the functions of the standing committee and may appoint
a Co-Chair, who need not be a Director.
ARTICLE VII - CHARTERED CLUBS
A group of Cardholders interested
in a particular hobby, avocation or field of interest
may join together for the purpose of pursuing said
interest and may request the Board to certify them as a
Chartered Club. Duties, responsibilities and
requirements of such Clubs are outlined in the Board
Policies.
The
Restated Articles of Incorporation, Corporate Bylaws,
Board Policies, Cardholders and Guest Code of Conduct,
and any Rules and Regulations of the Corporation shall
take precedence over any and all Chartered Club
or individual club rules and regulations. The Chartered
Club facilities are to be used solely for the purpose of
leisure recreational hobbies and not as a profit making
endeavor.
ARTICLE VIII - NOMINATION AND APPOINTMENT PROCEDURES
SECTION 1: PRESENTATION OF CANDIDATES
The Chair of the Elections Committee shall present to
the Board, at a Board meeting no later than October 31
of each year, a list of candidates for Director
position(s) to be filled at the coming annual election.
The election shall be held in accordance with Article IX
of these Corporate Bylaws.
SECTION 2: RECRUITMENT OF CANDIDATES
On or before July 1 each year, by appropriate notice to
the Membership at large, Members shall be invited to
become candidates. In the event additional candidates
are needed, the Elections Committee shall begin
recruiting to provide the required number.
If a member of the Election Committee desires to become
a Board of Director candidate, he/she must resign from
the Committee prior to becoming a candidate.
SECTION 3: PETITION AND APPLICATION OF CANDIDATES
A Member who is eligible, as per Article VIII, Section 4
of these Corporate Bylaws, to become a candidate for
election to the Board of Directors shall provide to the
Chairperson of the Election Committee on any date
specified or no later than October 15 the following:
(i) A
written petition on the official form required with
valid signatures from at least one-hundred (100) Member
Cardholders in good standing;
(ii) An
application on the official form required, to include a
resume and list of goals; and
(iii) Nominee shall make himself/herself available to RCSC for
a photograph.
SECTION 4: CANDIDATE REQUIREMENTS
An eligible candidate for election to the Board of
Directors shall satisfy all the following requirements
and a candidate for appointment to the Board shall
satisfy all except number seven (vii) below:
(i) Must be at least fifty-five (55) years of age;
(ii)
Must be a Deeded Real Estate Owner of property in Sun
City,
Maricopa County, Arizona as well as a resident of
Sun City for a
minimum of two (2) years prior to
December 1 of the year in
which such election is to be
held;
(iii)
Must be a Member in good standing;
(iv)
Must reside in Sun City, Arizona and be available at
least ten
(10) months of the year;
(v)
Must meet the requirement to hold an Arizona liquor
license; and
(vi)
Must be eligible and available to serve a three (3) year
term; and
(vii)
Must attend Board Candidate Orientation(s).
ARTICLE IX - ELECTION OF DIRECTORS
SECTION 1: POLLING PLACES, TIMES AND DATES
(i)
Election of Directors shall be held on the second
Tuesday in
December each year.
(ii) The
Board may schedule earlier voting dates.
(iii)
The
Board shall
select the
number of polling places, their locations
and times of operation for voting within Sun City,
Maricopa County, Arizona.
SECTION 2: VOTES
The person or persons receiving the highest number of
votes shall be elected to the vacancy or vacancies for
which the election is held.
SECTION 3: RECALL ELECTION
(i) In a recall election, a Director shall be deemed
recalled if a majority of the votes cast by Membership
ballots are for his/her removal, provided further that
the total number of votes received for the recall is not
less than one hundred (100).
(ii) The person receiving the highest number of votes cast by
Membership ballots to replace the recalled Director
shall be deemed elected to fill the unexpired term of
said Director.
SECTION 4: TECHNICAL AND ROUTINE MATTERS
(i) The
Board, or its designated representative, may use the
services
of a neutral entity such as the
Maricopa County Election staff and adopt
their procedures, as desired,
to ensure a fair election process.
(ii)
The Board, or its designated representative, may exercise
the flexibility
to negotiate technical and
routine matters with the neutral entity
conducting the election at the
Board's request and to make any necessary
arrangements or revisions, as
the need arises.
ARTICLE X –VOTING PROCEDURES AT MEMBERSHIP MEETINGS
SECTION 1: NON-BALLOT VOTING
Voting shall be by voice, standing vote, or show of
hands on all matters of business, except as follows when
a ballot will be required:
(i) When a majority of the Board of Directors requests a
ballot vote; or
(ii) When a ballot is requested by a majority vote of the
eligible Members present or represented by proxy at a
Membership meeting.
SECTION 2: BALLOT VOTING
When a ballot vote is required, the following shall
apply:
(i) Voting shall proceed under supervision of the Election
Committee;
(ii) At
least two (2) members of the Election Committee shall be
in attendance at all times during voting and they shall
determine eligibility of all voters, issue all official
ballots, and witness the casting of the ballots; and
(iii) Ballot boxes shall remain sealed until all votes are
cast. Votes shall be tabulated in the presence of at
least three (3) members of the Election Committee. Any
Member may be present as an observer at the tabulation
of the votes. Upon completion of the tabulation of
ballots, the results shall be certified by the Election
Committee Chairperson to the Board and posted on the
Corporate website
(www.sunaz.com)
and in RCSC facilities.
SECTION 3: PROXY VOTE
At any meeting of the Members, a Member may vote by
proxy executed in writing by the Member. Such proxy
shall be filed with the Secretary of the Corporation
three (3) days prior to the day of the meeting. No
proxy shall be valid after three (3) months from the
date of execution.
SECTION 4: LIMITATION PERIOD
No Membership election or vote, initiated by petition of
the members, shall be held on an issue which is the same
as, or substantially similar to, any issue which has
been voted upon by the Membership within the current
calendar year or any of the past three (3) calendar
years
(hereinafter referred to as the "Limitation Period").
The Board of Directors shall determine, in its sole
discretion, whether the issue proposed to be voted upon
by the Membership is the same as, or substantially
similar to, an issue previously voted upon by the
Membership during the Limitation Period. In the event a
Membership election or vote is not required to be held
due to the provisions of this section, then the Board of
Directors shall not set, call, notice or post the
proposed Membership election or vote or any Membership
meeting in connection therewith, or take any other
action normally associated with a Membership election or
vote or a Membership meeting. This section shall not
apply to the election or removal of Directors.
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