# What Happened to the Second Independent Director on the Embarc Board?



## cd5 (May 14, 2018)

*From early 2016 to January 2018, the developer disclosure stated that there were two independent board members*. We were in full expectation that the election in June 2018 would have on the ballot the second independent director position as well as one that was not (Robert Reyes position). 

Until the amendment in January 2018, the disclosure statement said: 

 "Members may cast all of their votes for one candidate or allocate their votes among more than one candidate,  provided however that at least one director (the "Independent Director") must be elected solely by the Voting Power of the Resort Point Members. _*The current Independent Directors are Mr. Kenneth Smith, who was elected for a three year term in 2014, and Mr. James Orr, who was elected for a three year term in 2015".*_

The incumbent, James Orr (who is not an employee of DRI and is a member of Embarc), has never been elected according to the rules for electing an Independent Director. The Declarant (DRI) has always voted for this position and by casting their votes for him has ensured that he was elected. You will remember that the Declarant (DRI) has 15 times the voting power per point that individual members have.

Last December, Club Intrawest Owners Group members participated in an email campaign to the Board to let them know that we expected the disclosure statement to remain unchanged for the next election in June 2018 and that we fully expected individual members to be the only ones casting votes for the position held by James Orr. The result? DRI amended the disclosure statement! The 8th amendment was approved in January 2018 under the Real Estate Development Marketing Act of British Columbia to state that: 

"Members may cast all of their votes for one candidate or allocate their votes among more than one candidate, provided however that at least one director (the "Independent Director") must be elected solely by the Voting Power of the Resort Point Members. *The current Independent Director is Mr. Konrad Kawalec, who was elected for a three year term in 2017.*

Therefore, subsequent to that amendment, it is confirmed that our Board has only one truly independent member - the position currently held by Konrad Kawalec. 

*Unless Embarc members vote in large numbers and do not split their votes* between two or more candidates, James Orr will once again be re-elected to the board by the Declarant, as has been the case for the past 14 years. 

*Embarc members- please vote - and please cast ALL your votes for one candidate

 - the one endorsed by the Volunteer Coordinating Committee - 

Chantal Desjardins *​


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## WBP (May 14, 2018)

cd5 said:


> *From early 2016 to January 2018, the developer disclosure stated that there were two independent board members*. We were in full expectation that the election in June 2018 would have on the ballot the second independent director position as well as one that was not (Robert Reyes position).
> 
> Until the amendment in January 2018, the disclosure statement said:
> 
> ...



Nauseating.


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