By Jack Cumming
Author’s Note: This is Part 2 in a fictional account of how one CCRC might have evolved with a different cultural focus. The series is unashamedly written from a resident’s perspective. (Read part 1 HERE)
By popular request, the saga continues. When we last glimpsed him, Sam had just been named executive director at Resteasy Village, the first resident ever to hold such a position. Now he had his first challenge. He arrived in his office one morning to find a petition from a small group of activist residents demanding that residents be given more say. They wanted the bylaws for Resteasy changed to make residents voting members in the nonprofit corporation.
Conundrum
Sam hesitated. He didn’t know how to respond. These were his friends, his fellow residents. Were they speaking only for themselves? Were they just disrupters who liked to make trouble, or did they reflect wider sentiment among the residents?
He looked through the existing bylaws. ARTICLE II, titled MEMBERSHIP, had but one section: “Section 1. Corporate Member. The Corporation shall have no voting members.” Sam knew that this was the industry standard, at least for the tax-exempt, nonprofit providers who dominated.
In his quandary, Sam decided to survey the residents, but the results were inconclusive. The residents had trouble understanding the question, but the buzz was that most residents wanted to be listened to but didn’t want to have to manage the place. Sam knew that managing was his job, so he could reassure everyone about that. When he consulted Resteasy’s attorney, the lawyer said that there was no reason that the residents couldn’t be the voting members, and he offered a complex amendment to the bylaws.
As a resident, Sam liked the idea of resident members. He recognized the need for the attorney’s complex language. As executive director, Sam knew that he would have to spend considerable time communicating with the residents if they were members, but he loved his job and was willing to rise to the challenge of serving resident-members.
Legalities
Central to the attorney’s proposed bylaws revision was the following: “Section 2.02. Only natural persons who enter Resteasy Village under contract as independent living residents shall be admitted to membership in the corporation. Such residents who transfer to assisted living or the care center shall retain eligibility for membership in the corporation.”
The next meeting of the Resteasy Board was stormy. The non-resident local leaders who gained stature from their board service felt threatened by the prospect of resident empowerment. The developer-builder argued that construction contracts might go to friends of residents. The financial adviser feared that residents might insist on a board that would cut fees below costs. The nurse wasn’t convinced that aging residents retained the prudence to act responsibly. They all feared that a resident-elected board might replace them.
But then the attorney addressed the board. Sam had asked him to attend because of the bylaws question, which was within the powers of the board to address. The attorney was eloquent, a master of rhetoric, and he invoked ancient concepts of right and wrong.
Moral Imperative
It is wrong, the sagacious attorney intoned, for governing decisions to be made without the will of the governed. Resteasy could distinguish itself both in the local market and in national acclaim by leading in recognizing the innate interest of residents in good governance of their home community. He was inspiring; he was compelling; and he prevailed. The bylaws amendment was adopted by unanimous vote of the Board.
At the first board election after the bylaws change, the existing directors were both surprised and pleased to discover that an overwhelming majority of the residents had retained them. The board was expanded at the same time, and four skill-qualified residents now joined the board.
The board continued to work for the best interests of the residents, but now the residents understood and appreciated that their interests were indeed paramount. The change was also a boon to marketing; the publicity was laudatory and widespread. Occupancy rose rapidly from 87% to 96% despite an economic downturn.
They all continued living happily ever after.
Disclaimer: In this story, and in other related tales of Resteasy Village, all names, characters, and incidents are fictitious. No identification with actual persons (living or deceased), places, buildings, businesses, or circumstances should be inferred.
