Links to Corporate Documents
|Articles of Incorporation|
1. What are the Articles of Incorporation?
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.
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.
- Requirements for membership
- Requirements for membership meetings
- Voting rights of Members
- Procedures for electing the Board of Directors
- Procedures for the Board of Directors to elect officers
- 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:
- Members may present a timely notice (at least 10 days prior to a Board meeting) to the Board of Directors a proposed Bylaw amendment. At the Board meeting, a majority of the Board of Directors could vote in favor or against the Member’s Bylaw amendment.
- 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 (www.sunaz.com) not less than ten (10) days, nor more than fifty (50) days before the date of the meeting.
- Policy: These are resolutions that affect RCSC Members, Cardholders and Sun City property owner’s rights and obligations. (For example – rules for the use of the recreational facilities, golf courses, and Chartered clubs.)
- 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 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 RCSC Restated Articles of Incorporation and Corporate Bylaws. (Corporate Bylaws, Article IV, Section 7)
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 at a duly called and noticed Regular or Special Membership meeting.
7. How do Federal, State, and Local Laws affect RCSC Corporate Documents?
Obviously federal, state and local laws supersede any of RCSC Corporate Documents which is evidenced in how the RCSC Articles of Incorporation are changed as the documents are not consistent with State law. To that end, RCSC is regulated by Arizona Revised Statutes Title 10 as a private, non-profit corporation.
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 AZ 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.