Presentation for the 2009 Amended and Restated Bylaws for Green - - PowerPoint PPT Presentation
Presentation for the 2009 Amended and Restated Bylaws for Green Valley Recreation, Inc. February 23, 2009 Introductory Remarks Marge Garneau Bylaws Chair Bylaws changed 19 times since 1978 Reasons for the proposed changes
Marge Garneau – Bylaws Chair
Corporation Act
the assistance of an attorney
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previous Bylaws Committees
» Bylaws are not placed in the correct Articles » Reorganized to group “like” Sections in the same Article
correct
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Profit Corporation Act –Major oversight by previous Committees
» GVR is not complying with the law » Revisions bring Bylaws into compliance » Arizona statutes differ from existing Bylaws » Expand and clarify the statutes
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will be voted on
by the members
whole
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changes are not approved »The approved/disapproved Bylaw would be placed into the main document
Committee to have a separate vote on these Bylaws
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Bylaws
Ehrlich
Wendy Ehrlich
corporation
Incorporation or the law
is first formed
previous organizations
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Bylaws is much like amending the CC&R’s in a subdivision
drafted in a separate document - usually by an attorney, and are referred to as the “first” amendment to the Bylaws
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passed, they are contained in a third document entitled “second” amendment to Bylaws.
amendments to the Bylaws, an “amended and restated” bylaws is drafted
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restated document is to :
made over the years
have occurred as a result of the amendments
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members and board members in some instances as in 1997 they were drafted by members
document where they could be easily identified, they were incorporated into the main document every year
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existing provisions or the amendments complied with Arizona law - specifically, the Nonprofit Corporation Act adopted in 1997
the 2007 bylaws, increases in dues had to be “justified” by 9 members of the Board
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inconsistent: Article II Section 3 refers to establishing membership by a “purchase” of property
an “owner” of property
member of GVR?
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the members is “established by the number of ballots returned”
with the NPCA
majority of the members - the NPCA provides that bylaws can be amended by a majority vote
whichever is less
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“fees” that GVR can impose are not easily found in one section:
Section 3
and Article XI
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vague provisions, internal conflicts, and the noncompliance with the NPCA, it was determined that the time had come to rewrite the Bylaws - and that is the document you have in Question 10
reorganization and a clarification - it is not practical and perhaps not possible, that members vote on the changes individually
did not pass them all, the result would likely be another set of Bylaws with internal inconsistencies
proposing or are “substantive changes” to the existing Bylaws
separate votes
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Clarification of Terms
language that referenced old dates have been removed
rewrite - intention was to incorporate the current policies and practices of GVR:
Wendy Ehrlich, GVR’s Attorney
clearly drafted and includes certain commercial properties previously
person who holds title to a GVR property - removing the inconsistency that a qualified member be a purchaser”
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Allows members to “assign” their usage of the facilities to occupants - either as assigned members or tenants - by separating “tenants” from “assigned members” - the purpose was to create a new category of members to address changes in ownership of GVR properties over the years: those individuals who occupy a GVR property but do not own it and are not tenants – examples: a long-standing GVR member
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transfers title of the property to a child for estate purposes - a GVR member places the property in a trust. These individuals, who are not “tenants” may be “assigned members” and have the right to use GVR’s facilities. Under a separate vote, is whether these “assigned” members may also be assigned the right to “vote” as GVR members and serve on the Board.
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where no previously existed. Use of facilities are now in a separate section and address the rights of “members” and the rights of “life care privileges.” Currently these provisions are lumped in with “voting rights”
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where previously only 2 GVR membership cards were allotted per household, now all GVR members, Assigned members, Life Care members, members, commercial residents and tenants are assigned cards
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where all GVR fees are contained in one section and are more clearly defined to reflect the policies and practices of GVR
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Committee agreed that the New Member Capital Fee should not apply to:
virtue of a intra-family transfer (parents put the property in their child’s name)
property by virtue of marrying a GVR member
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provisions except to add a provision that makes delinquent members responsible for the attorneys fees incurred in collecting their unpaid dues as opposed to the corporation having to absorb that cost
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comply with NPCA
comply with NPCA
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to comply with NPCA
changed to comply with NPCA
Marge Garneau
Board of Directors if GVR rights and privileges are assigned by a qualified member » Long-time GVR residents, who, for personal reasons do not have their names on the deed to a property to participate in GVR » Allows members whose property is in a trust to participate in GVR
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Board
Articles of Incorporation, which is a legally binding document
number of members needed to make up the Board
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B)
remove a Director for violations of the Code of Conduct »This is not a gag order »Prevents a special referendum vote of the membership
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Directors (Section 1 C)
Committees » The proposed Bylaw does not require specific Committees » Allows the Board to establish specific Committees and functions » Gives the Board the ability to handle business more effectively and efficiently
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Responsibilities of the Board of Directors (Section 1 B)
hire and fire and determine the individual salaries for employees with the exception of the Executive Director
enough about each employee to determine if he or she should be hired or fired
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Responsibilities of the Board of Directors (Section 1 C)
raise membership dues by the amount of the Social Security Index
raise the membership dues by the Consumer Price Index for Urban and Wage Earners and Clerical Workers (CPI-W)
» Reflects inflation and uses a 12 month period instead of 3 months used by SSI
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Responsibilities of the Board of Directors (Section 1 E)
meetings by participating by telephone or video conferencing
absent for 3 meetings
– GVR Board members may become ill, are on vacation or have other obligations » This change will allow them to participate in meetings and not be counted absent
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Responsibilities of the Board of Directors (Section 1 F)
unable to perform his or her duties
the Board
Director) if an unforeseen event prevents his/her from performing the duties of the office