As a club, we are currently in the process of making a very consequential decision whether to approve foundational changes to our bylaws that will make it easier for this Board and future Boards to pass future amendments – particularly those governing the dues indexing, rights and privileges of Associate Golf and Social Members.
In proposing those amendments to members, the Board has an obligation to ensure that we have complete and accurate information about how the changes might affect us so that we can make an informed voting decision. Toward that end, I’d like an explanation of an assertion that has been made repeatedly by the Board (and groups under its direction), yet appears to me to be completely at odds with the facts - that the proposed amendments do not change, alter, or affect class protections.
What are the class protections and why do Social Members, in particular, need them?
Our current bylaws give disproportionate Board representation to Golf Members. Despite comprising only ¼ of the membership, our bylaws give Golfers (Full and Associate) 12 seats on the 15-member Board. By contrast, Social Members, who now comprise ¾ of the membership, have only 2 seats on the Board. Golf Members also have significantly greater voting power – Full Golf Members get 4 votes/Membership compared to 2 votes/Membership for Associate Golfers and just 1 vote/Membership for Social Members. Because of this power differential in our governance structure, our bylaws provide provisions that protect the most valuable assets of Social Members (and Associate Golf Members): their dues indexing, rights, and privileges.
These are the class protections that would be affected by the proposed bylaw amendments. These class protections are contained in Articles XIII and XVII, the Articles that are the object of the proposed bylaw amendments. The rules laid out in these articles intentionally make it difficult to increase the dues indexing or pass changes to the rights or privileges of Social Members and Associate Golf Members. Doing so requires that two significant voting hurdles be surmounted in many cases. The first is approval of the change by a 2/3 supermajority of eligible votes of all club members. The second is the approval of the change by a majority of eligible voters in the affected membership group. This second hurdle is what’s sometimes referred to as the “class vote.” (To be fair, the proposed amendments also set a new quorum of 50% of eligible votes. In the class vote, this prevents a new bylaw from being approved with less than 25% +1 members - still a much lower threshold than the current minimum of 50% +1 members needed for approval.)
In a nutshell, the proposed amendments would substantially lower the vote thresholds for both hurdles by changing the requirements for approval from a majority (or supermajority) of eligible voters to a majority (or supermajority) of votes cast. Common sense dictates that a majority of votes cast is a significantly lower vote threshold than a majority of eligible votes, since not everyone who is eligible to vote does so. Indeed, we’ve been told repeatedly that at TRCC, the number of votes cast typically falls far short of eligible votes. (If you want to see a mathematical analysis of how much the proposed amendments affect the vote threshold for the class vote, read my earlier article.)
One more piece of evidence that the proposed amendments would lower vote thresholds for approval of future changes - and make changes easier to pass - has been provided by the Board itself. On Exhibit A of the Voting Materials, the Board states that, “these amendments make it easier for the Membership to make changes in the Bylaws.”
The foregoing facts are the basis of my contention that the class protections of Social Members would be weakened by the proposed bylaw amendments, thereby making it easier for a Board that’s dominated by Golf Members to make changes to Social Members’ dues indexing, rights, and privileges.
Here’s the “substance” of the Board’s counterargument.
Exhibit A of the Voting Material that members were sent along with the bylaw proxy states that, “These amendments do not alter weighted voting nor do they alter class protections.”
The recently released Bylaw video doubles down on this assertion. Mr. Raphael, narrator and Chair of the Bylaws Subcommittee, states: “Now before I take you through the ballot proposal it’s important to understand that this one bylaw change … doesn’t affect the voter class protections. Let me make that last point very clear. The current class protections granted under our bylaws to Associate Golf, Social, and Marina Members will not change.”
In case we weren't convinced, the FAQ’s recently posted on the Own Your Future section of the website have this to say:
Question: I’ve also heard that the proposal will somehow affect the current “class protections” granted by our Bylaws to Associate Golf, Social and Marina members. Is that true?
Answer: NO. Nothing changes as it relates to those protections. They remain in place and will continue to provide voting control for any future proposed amendments that affect the rights of those membership categories as individual “classes.”
I’m frankly bewildered by these assertions. The repeated statements that the proposed amendments don’t alter, affect, or change the protections seem to defy logical reasoning. If it’s true that Articles XIII and XVII are the articles outlining the voter class protections (it is), and that the proposed initiative specifically amends Articles XIII and XVII (it does), how can it be true that the proposed bylaw amendments don’t alter, affect, or change the class protections?
How do you amend the Articles that constitute the protections without changing, altering, or affecting them?
The introduction to the FAQ's recently posted on the TRCC website states, "The Board believes members are entitled to the facts before they vote. The Board believes in
communications that are open and truthful." So my question is this, "If a member relied on only the above information provided by the Board regarding class protections, would he or she have a full understanding of the truth about the impact of the proposed amendments on class protections?
