The Foundation Assisting Seniors Response to the Board’s February Slide Presentation
on SCA’s Relationship with the Foundation
The following in red is the FAS response to SCA’s statements in black that appear in the Board’s slide presentation.
HISTORY BETWEEN THE PARTIES
The origin of The Community Service Group
SCA. “Originally started as group of volunteers during the early years of the Foundation Assisting Seniors, nee Minuteman.”
The Community Service Club was proposed for club standing as The Minuteman Foundation Community Service Club in fall of 2002. The club received its charter in early 2003 as the Community Service Club. Favil West was the founder and first president, Jerry Gardberg, a trustee of FAS, was the first elected president of the club. The Foundation had been delivering all the equipment and creating services before the CSC was chartered.
SCA. “Became a chartered service group in 2005, but called itself the Community Service Club. Board reports were always agenda-posted under the Service Groups.”
Prior to 2005 the reports were filed with the FAS as well as the Executive Director who then reported the results to the SCA Board. After 2005 the reports were filed with the CAM and FAS.
SCA. “in August, 2015 it dropped “club” and began heading its reports as the Community Service “Group.”
The Foundation has no reason to believe that this didn’t happen as stated. Having said that, up until the last few weeks the van signage continued to show the Community Service Club, its logo, and the FAS logo.
FUNCTION BETWEEN THE PARTIES
SCA. “FAS “….to assist the senior community in time of illness…” and to affiliate with communities “…to expand the availability and delivery of these services.”
The following is a more accurate statement of the mission and reason for the Affiliation Agreement (AA) Between SCA and FAS.
The Foundation Assisting Seniors, Inc. (FAS) is a 501(c) (3) Public Benefit Charitable Corporation with its mission to assist the senior community in times of illness, recovery, confinement at home, coping with loss of a loved one, providing assistance with everyday tasks such as household maintenance, transportation and other senior challenges. In addition, the Foundation loans out durable medical equipment free of charge. FAS has developed assistance services and programs including; counseling, providing non-medical health assistance, limited home maintenance assistance, limited transportation services, mobility equipment, funding for senior support groups, and How RUTM and Medication Reminder programs designed to call seniors daily to see if they are well or remind them to take their prescriptions. FAS, has in conjunction with the SCA, developed the Affiliation Agreement to expand the availability and delivery of these services in order to improve the overall quality of life of seniors ensuring that they remain as safe and comfortable in their homes as long as possible.
SCA. “CSG is a Board Service Group designed to provide:
A CSG Assistance Phone Line for SCA members.
In-home maintenance services
Umbrella Org. for 7 counselling groups and
Delivering on request durable medical goods upon request.”
CSG is a Sun City Anthem Service Group not a “Board Service Group.
All but two services offered by CSG were designed by the trustees of FAS, some were improved by CSG. Diabetes and organ donation programs were designed by the CSG and paid for by FAS.
All counseling services are paid for by FAS.
When the CSG has been unable or unwilling, the FAS has provided all of the forgoing services.
The FAS through their grant to the CSG paid for the gas for the van.
AFFILIATION AGREEMENT HISTORY
SCA. “Before 2016, there was no written agreement between SCA/FAS:”
This is incorrect. In April 2007, the Del Webb/Pulte Board member, who was elected to the board by the residents, proposed to the SCA board a resolution memorializing the agreement between DW/P, FAS, and SCA. This resolution provided for the Foundation’s continued use of the “Minuteman Foundation” areas of the Minuteman Foundation Community Service Building, later changed to the Community Service building, in perpetuity so long as the Foundation continued to serve SCA residents. This resolution was passed in accordance with standard business practices. Several months later, a new board, in a 4 to 3 vote voided the resolution. The Foundation has continued to operate in the building from 2005 to date.
SCA. “This is contrary to standard business practices for an outside entity operating on SCA premises and storing its property here.”
Neighborhood watch, Dignity Health, and an outside IT group has offices and/or free meeting space in buildings and rooms owned by the SCA. In addition, Neighborhood Watch stores brochures, etc. in the CSB.
SCA. “Because of past disputes this need for a written agreement would surface periodically.”
FAS is unaware of any so called “past disputes.” We would appreciate having these “disputes” given to us in writing.
Until the February 2017 Board meeting, the FAS was not aware of any past disputes. The CSG did send 2 emails to FAS detailing what tasks the CSG was going to do and not do. However, they did not meet with us or seek our input about the changes they had adopted. The FAS took over the duties CSG refused to do. We continued to provide services without interruption.
SCA. “These frictions go back at least three generations of CSG leadership”
The Foundation is unaware of any “frictions that go back at least 3 generations.” The Foundation did not regularly attend meetings of the CSG, did not receive minutes of those meetings, and was not asked to participate in their activities. If the CSG had concerns, they should have been brought forward in a timely manner for resolution. That did not happen.
SCA. “Talks in early 2016 led to an affiliation agreement and intent for a lease between SCA and FSA. The Board adopted the agreement in April 2016 and approved the terms for the lease of space to be drafted by counsel.”
In 2015 Favil West was contacted by Bella Meese who asked to meet to talk about memorializing an agreement for the space here-to-for continuously occupied by the Foundation. On July 8, 2015 at 1130 hrs. we met to discuss the pathway to an agreement. She assigned Jean Capillupo, representing SCA and Favil assigned Dan Forgeron to represent FAS in these meetings. To the best of my knowledge nobody else participated in these negotiations. During the month of April 2016, the SCA board and the FAS board approved and signed what is commonly known as the Affiliation Agreement (AA) and approved the term letter for the lease. That term letter was agreed to and was sent to counsel to be drafted into a lease that met the terms of letter. This is a standard business practice.
SCA. “A number of difficulties in the relationship between the parties pre-existed the Affiliation Agreement.”
FASwas not made aware of any problems other than Mary Ellen called and asked Favil West, the founder and charter member of the group, not to attend a meeting. (It should be noted that he attended no more than 2 meetings per year of the CSG.)
SCA. “Those difficulties were not solved by the Affiliation Agreement and may have worsened it.”
The Foundation was not aware that the AA was supposed to solve a problem. We were told it was to memorialize the process we, FAS/CSG, had been following for 14 years.
SCA. “The lease was never executed- in part due to the complexity of the storage relationship between SCA/FAS and the immediate problems with the AA.”
To this day, the FAS has not been informed of any “complexities of the storage relationship between SCA/FAS and the immediate problems with the AA” nor has the FAS been told that there were difficulties with the lease. We were only told that the attorneys had returned a 35-page document which, according to Ms. Seddon, was returned to the attorneys. Later, she changed her story to, it is “on my desk.” Both boards agreed to the term letter and it was sent to the attorney to prepare a document containing the provisions agreed to by both Boards. This lease did not have to go back to the boards so long as it represented the letter of agreement. While the AA calls for a 60 day notice to terminate the AA agreement, the term letter providing for the lease of space already occupied by the FAS called for a one year notice to vacate. It appears that the board is trying to keep this fact away from the residents.
It is impossible to solve “difficulties” if the parties are not aware or made aware of what those difficulties are.
SCA. “By September CSG’s frustrations prompted the group to make a request that the Board, at the October meeting, sever or rewrite the agreement.”
The Foundation was not aware nor were they made aware of the CSG’s “frustrations.” Nor was the FAS made aware of the request to sever or rewrite the agreement.
SCA. “It drafted a list of its problems with FAS and recommended change to the agreement.”
At no time was the FAS shown this “list of recommended change to the agreement” to this date, March 30, the FAS has not been shown these recommended changes.
SCA. “The GM and Board President met with the FAS officers Favil West and Dan Forgeron on October 4.”
FAS President West and FAS Treasurer Forgeron requested a meeting with Rex Weddle to discuss a legal issue unrelated to the CSG, to the Affiliation Agreement, and/or the lease. At the conclusion of our discussion of the issue that required meeting with President Weddle, he brought up the FAS/CSG relationship.
SCA. “FAS could not understand why the Board was receiving such complaints.”
SCA. “Dan and Favil acknowledged no real problems with its relationship with CSG.”
SCA.” FAS was resistant to any need to rewrite the AA.”
At the conclusion of the forgoing meeting, Rex Weddle asked us “what the FAS’s problems with CSG were.” He was told that we had no problems with the CSG. The FAS was not resistant to change, indeed Rex asked us if we would meet with the CSG to work things out. In accordance with the request, Favil West sent an email to the President of CSG, Mary Ellen Dolan, asking to meet with her. Her reply was that she had already met with Sandy Seddon and could see no reason to meet with us. While FAS was receptive and took positive steps to meet with CSG, it remains unclear and very troubling to FAS why CSG and SCA management took contrary steps to thwart those efforts. As a result, there was no meeting.
“10-4: As a result of the apparent impasse the GM offered to mediate the difference. FAS agreed. When contacted later, CSG also agreed.”
At the 10-4 meeting, no mention was made about mediating differences. As a matter of fact, there was no mention of mediation at all as we had told them we had no problems with CSG. However, at the request of Rex Weddle, we did agree to arrange a meeting with CSG to address their concerns. Unfortunately, the CSG refused to meet with us.
“10-10: The GM made formal requests for statements of specifics from each party.”
Regrettably, Favil West was not available most of November and December as he was not in the state and did not return until the new year. As far as we know, no efforts were made by SCA management to reach him phone.
“10/11: CSG’S statement of grievances submitted to GM on 10/11 with affiliation changes suggestions.”
It was not until the February Board meeting that we first became aware that there was a list of CSG issues. For unknown reasons, the SCA Board decided not to share that list with FAS.
“10/21: GM followed up with FAS. It responded promising a “…proper response” the first week of November.”
Very regrettably, FAS’s response listing its concerns about the CSG’s apparent failure to comply with the terms of the Affiliation Agreement was delayed until January.
“11/15 With no FAS response, CSG submitted request for Board action at the 12/1 meeting. Believing more time was necessary, the Liaison recommended it be deferred. It was not placed on the agenda.”
The FAS was not advised that any of this had transpired.
“The GM followed up on 12/2 with FAS. Asked for response by 12/22 to update the board. One was promised when Favil returned from a trip.”
· Due to a later than planned arrival date and knowing that the SCA board would not be meeting until after the first of the year, no reply was made. Favil West had assumed the GM was going to set up a meeting following his return. That did not happen.
SCA. “FAS failure to recognize and treat CSG as an equal entity.”
This allegation is patently false and self-serving. The CSG has always been treated as an equal by the Foundation. At every one of the more than 100 talks I have personally given they have been mentioned as “our operating partner.” In accordance with our By-Laws the CSG is supposed to have 2 of their board members on the FAS board. At its recognition banquet each February, the CSG, its volunteers and officers are recognized. This year only 2 CSG members attended. Since Mary Ellen became the Trustee she only attended one or two FAS board meeting. In addition, the Foundation provided CSG with a position on its PR committee. A CSG member attended 2 meetings then resigned for health reasons.
SCA. “FAS giving orders on how CSG should function.”
Again, this is patently false. Perhaps they would be kind enough to share what the orders were, when they were given, and by whom. Unfortunately, just the opposite happened. The Foundation was given a list of things that the CSG would no longer do. Indeed, they told us that some of their volunteers had been injured. The allegation that volunteers were injured was found to be false.
SCA. “CSG designated officer should be a non-voting liaison to FAS not a trustee -posed conflict.”
From its inception in 2003 CSC/CSG, always had 2 voting officers on the FAS Board of Trustees. It was only when Mary Ellen was appointed that she unilaterally decided that there was a conflict and said she would only act as a liaison and not a trustee. There are no provisions in the By-Laws of FAS that allow for this.
SCA. “FAS allegedly dismissed CSG’s designated trustee when the above suggestion was made.”
Mary Ellen did not make a suggestion, on the contrary, she made a demand. She was told there were no provisions for a liaison in FAS By-Laws, further that a change in the By-Laws can only be made at its general meeting in February. The matter was taken up with the FAS Board and was rejected unanimously by the FAS Board of Trustees. As a sidebar, 17 of the 23 Trustees are Sun City Anthem residents. Mary Ellen did not attend that meeting or any others. It was her choice whether to serve as a trustee or not.
SCA. “Daily fundraising by CSG satisfied its AA requirement.”
The CSG passed out (most of the time) donation envelopes as did all of the FAS Board members. The CSG did no fundraising per se. They never once worked the coffee shop, and the CSG board, when led by Mary Ellen refused to sell tickets to events. When the CSG was led by Emile Girard, they participated in most fund-raising events.
SCA. “A unfair distribution of donations made to CSG-all goes to FAS.”
In contrast to the CSG, FAS is a 501 (c) (3) charity, which allows those making contributions to claim charitable deductions on their tax returns. The CSG, in accordance with their beliefs with respect to raising money, brought in about $13,000 in donations each year to the FAS and requested grants of $9,500. These grants were given to them as part of the FAS mission. In addition to the grants, the FAS paid for all printing, a significant expense, counselors, cleaning supplies, address light bulbs, insurance, etc. All told, the total cost to the FAS is approximately $20,000 per year paid for in total by the FAS. Overall, more than 70% of all money raised by FAS comes from outside SCA yet 97.2% of the FAS/CSG services go to SCA residents.
SCA. “FAS represents itself as the sole source of CSG financing.”
This was true up until we were reminded that SCA had bought the new van, and does smog, license, and maintains it. As part of the grant to CSG by the FAS, the gas used by the van is paid for out of that grant. In the early 2000s Del Webb donated a van to the Foundation. The Foundation smogged, licensed and maintained that van until the Foundation donated the van to SCA. Subsequently, SCA traded that van in on a new one.
SCA. “FAS representing itself as an agent of SCA and that CSG is a part of FAS. FAS taking credit for CSG’s work.”
The FAS has never represented itself as an agent of SCA. The FAS does not mention SCA in any of its presentations. FAS has never represented the CSG as a part of FAS. We have referred to the CSG in our talks and in our written presentations as our “operating partner.” The CSG has their own PR committee and until Mary Ellen came on board sent at least one CSG board member to the FAS PR committee as a full voting representative. In fact, the Minuteman Foundation/FAS has only been on the SCA agenda 4 times in 15 years. Two of those times were on the agenda of the current SCA board. Clearly, the FAS provided necessary funding and support that enabled the CSG to meet the durable medical equipment and other needs of Sun City Anthem seniors.
SCA. “Storage of FAS equipment in IC creates a source of conflict.”
The only storage in the Independence Center (“IC,”) is the storage area behind the stage. FAS does not now nor have they ever stored anything in that area. Certain areas of the Community Service Building(CSB) were specifically identified for use by FAS so long as they continued serving residents of SCA. FAS has been meeting in, dispatching from, and storing equipment in those areas of the Community Service Building agreed to since the building was completed in 2005. The FAS has given the SCA and the emergency preparedness group storage space in the warehouse. It has only been since SCA went to self-governance that problems have surfaced. It has only been with the advent of self-governance that FAS equipment has gone missing. It has only been with the advent of self- governance that this land grab has begun.
SCA. “Fund raising pressure inconsistent with agreement.”
It is true that one of the FAS officers did, in answer to a question, tell one of the CSG officers that if she didn’t sell the tickets she would have to buy them. This is regrettable but it did happen.
“Wants to continue to provide “All FAS medical goods to be returned to them”. Limited medical equipment.”
All durable medical equipment is the property of the FAS and is available to meet the equipment needs of seniors. In accordance with the IRS, the FAS can donate to only another 501 (c) (3) entity.
“To be funded by the board with “FAS ends ties with coffee shop”
After the Start-up inventory to replace FAS the cabinet was smashed and supplies
owned goods ($4-$5 K)” stolen, the FAS closed the coffee shop.
“Continue to serve SCA with all “CSG should cease equipment delivery-all other current member needs.” to FAS”
This has not been the position of FAS but we have accepted all responsibilities of the CSG. The FAS is currently providing all services originally shared by CSG. The FAS continues to pay counselors.
“Take over coffee shop mgt.” “Return of grant funds and all supplies purchased with the funds”
This is a standard business practice and CSG has reluctantly complied.
“Refuses SCA access to its IC premises-
The FAS has not refused access to the IC premises, has not changed any locks in the IC premises. Several items were stolen from our storage area in the Community Service Building. At least one CSG person entered the FAS offices with a key. As a result, we did change the locks on that part of the CSB which is occupied by the Foundation. A key was provided to SCA.
The January 26 Board Meeting
SCA. “With no FAS response to the GM and with problems unsolved, CSG asked
the Board to give notice rescinding the agreement.”
As previously stated, the FAS responded in January with 4 issues in which the CSG was in violation of the terms of the Affiliation Agreement.
SCA. “The matter was placed on the agenda as a motion to do so.”
The Foundation was not notified of any of this.
SCA. “Discussed for almost a full hour.”
The Foundation was allowed 8 minutes during this hour.
SCA. “The Board voted to give the required 60-business day notice of Termination of the agreement.”
That is in accordance with the AA not the lease term letter.
SCA. “This was given by the Association’s counsel on 1/31. FAS had until 4/26 to Put its house in order.”
The FAS house was/is in order. The AA calls for the SCA to form another service group so the mission can be continued.
SCA. “On 2/13 the Foundation replied “we consider the Agreement terminated as of [January 31.] FAS said it was moving its separation plans to the end of
The Foundation would certainly appreciate seeing anything that said it was moving our separation plans to the end of Feb.
SCA. “Comments from members of both the FAS and CSG. The Foundation’s president, Favil West, was present and spoke. Mary Ellen Dolan, President of
CSG took part by phone. Other interested members of the community also commented. All the directors also weighed in.”
All interested members of the community who spoke supported the Foundation, which included a former officer of the CSG. On the other hand, all but one SCA Board member appeared to be against the Foundation.
ISSUES FACING BOARD
SCA. “Response to CSG’s request to continue its function.”
At one point, the CSG stated that they didn’t want to continue to deliver durable medical equipment.
SCA. “Regardless of that decision, what is the nature of the future relationship with FAS as it fulfills its stated mission to serve seniors?”
The Foundation is Committed to continue its work with and for seniors. It will continue to offer a full range of services to Sun City Anthem residents.
SCA. “This is not a matter between CSG and FAS. It’s between SCA and FAS.”
FAS agrees. The Foundation has always treated this as a matter between FAS and SCA.
SCA. “It’s a question of who determines what our residents need and expect and how they will be served.”
We agree. With the treasured service of the dedicated CSG volunteers, the Foundation’s programs, and financial support have been successfully serving SCA residents for 15 years. This community partnership has enabled our many and valued services to meet the community’s needs.
Unless there are unstated issues the Foundation is not aware of, it continues to remain a mystery to FAS why the SCA Board has only now, under self-management, decided that the services of the Foundation are no longer needed.
In all the years of service to the community the Foundation has not had one complaint, not even from one of the board members who has used our services extensively. I think it a bit of an affront to our residents implying that the SCA board should determine their needs, etc. At the end of the day, SCA will be spending an amount equal to or greater than did the foundation for the same work. The Foundation by IRS regulation and state law is a tax-free entity. The SCA and certainly the CSG are not.
SCA. “Do we decide that or leave it to an outside entity? Ten years from now, under different leadership, can we depend on an outside party to serve our
residents’ needs to their and our expectations.”
If the Board’s decision to abruptly terminate the AA and expel the Foundation from SCA was well-founded based on sound judgment and had verifiable evidence that the Foundation had failed to take proper care in the performance of its mission, the Board might be inclined to think that they properly exercised their duty of care as a director in making those surrender and vacate decisions. The terms of 4 of the 7 member SCA Board expire this year. So much for continuity of leadership as alluded to by President Weddle. On the other hand, the Foundation is governed by 17 SCA residents including, 3 former SCA board members, 9 different former standing committee members, 3 different members of the negotiating team that negotiated the construction of buildings 2 and 3, and one who has served as both president of the association and president of the FAS. He has continuously served in that position for 15 years.
We believe that the SCA Board has acted arbitrarily and capriciously in taking the action it did and has not acted in good faith with respect to the agreements reached by the parties.
For many who have bought here, the FAS is considered an amenity. Its services are varied and free. Over the 15 years the Foundation has been operating it has served as a counselor and confidante to many who are disillusioned and/or ill. The Foundation Assisting Seniors was referred to by Del Webb/Pulte as the conscience of the community, it has been referred to by others as “not the Foundation Assisting Seniors, but the Foundation of Angels.”
The Foundation Assisting Seniors has played a large role in the naming of SCA as the #1 senior community. It has been mentioned in the Congressional Record, and mentioned on the floor of the House of Representatives. One of its members has been named Nevada Senior Citizen of the year. The Foundation was presented with the Premier Community Award by the City of Henderson and was honored by the Red Cross for its contributions to the health, safety, and welfare of the senior community.
To the best of my knowledge all statements regarding the FAS that are incorporated in this document are true as stated and that the comments noted as SCA in black are actual quotes from the SCA document posted on the Association’s website.
Thank you for your trust and support. Rest assured that the Foundation Assisting Seniors will continue, without Interruption, its service to Sun City Anthem, this place we call home.
Favil West, President
The Foundation Assisting Seniors
March 30, 2017