Board cites legal advice as members press for bylaw changes and snowbird eligibility; ad hoc committee suggested

Tom Foster, president of the Recreation Centers of Sun City Incorporated board of directors, told members the board had been advised by its legal counsel that several motions submitted for the annual membership meeting require additional vetting and that the board must consider fiduciary duties when responding to legal advice.

"This is essentially a legal issue," Foster said. He told the exchange that board members must follow counsel when advice indicates a fiduciary risk and that matters raised in the aggregate by members may need more review before going to a vote.

Members at the exchange urged greater transparency and wider dissemination of the lawyer's written opinion. John Fass, a member who said he has read the bylaws, requested that the lawyer's written opinion be shared with dues-paying members so they can understand voting rights. Several members urged the board to form a small ad hoc work group to review interrelated bylaw motions and propose consolidated language.

The board also discussed recent counsel guidance that the board's bylaws, as written, technically barred non-Arizona residents from serving, but counsel had opined the law has changed. "That means snowbirds or non-Arizona residents could run and serve on the board, but we will have to change the bylaws in order to get that done," Foster said. Board members and staff said changing bylaws would require multiple steps and likely board policy adjustments; they did not announce an immediate rule change. Election rules described at the meeting said petitions typically require a minimum of 100 valid signatures to be acknowledged as a candidate petition, and the board indicated elections occur in December with candidate outreach earlier in the year.

Pat Gannon and other members explicitly recommended a small, short-term ad hoc committee to reconcile multiple, interrelated motions so that members and the board consider changes as a package rather than as isolated proposals. Director Ross said the board incorporated some prior bylaw-committee work into recent changes and that further review would continue.

No formal vote to change bylaws or to form a committee was recorded at the exchange meeting; the board said it would consider counsel's advice, consult committees and may pursue policy or bylaw revisions in the months ahead.