# End of club intrawest affiliation



## sb2313 (Jan 28, 2016)

I just called to check on availability at club intrawest Sandestin and I was informed that as of February 15 HGVC will no longer book new reservations at any club intrawest properties as the affiliation agreement has ended. Reservations currently made will be honored, even if past that date.


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## 1Kflyerguy (Jan 28, 2016)

Bummer!  I really enjoyed Vancouver and had hope to try out Sandestin and Palm Desert..

But not really surprised after CI was acquired.


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## pedro47 (Jan 28, 2016)

sb2313 said:


> I just called to check on availability at club intrawest Sandestin and I was informed that as of February 15 HGVC will no longer book new reservations at any club intrawest properties as the affiliation agreement has ended. Reservations currently made will be honored, even if past that date.



Who are they under now ?


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## rhonda (Jan 28, 2016)

pedro47 said:


> Who are they under now ?


Being acquired by Diamond.  (Yet another!)

I wonder if this also means the exchange agreement between CI and DVC (Disney) is cancelled?  Tsk, tsk.  Too many places, too little time.


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## itradehilton (Jan 28, 2016)

Bummer, we enjoyed both Vancouver and Whistler.


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## Sandy VDH (Jan 28, 2016)

So does that mean you can book something now for after that date, or if you don't have something booked already they won't let you book.


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## sb2313 (Jan 28, 2016)

Sandy VDH said:


> So does that mean you can book something now for after that date, or if you don't have something booked already they won't let you book.



You can book until feb 15 for as far out as anything is available. I made a reservation for Sandestin  tonight, so they're definitely still making them.


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## Jodi0415 (Jan 28, 2016)

itradehilton said:


> Bummer, we enjoyed both Vancouver and Whistler.



Soooo disappointing that it's happening this soon! I had hoped there was some sort of contract that would last anothe few years. I was looking forward to traveling to Vancouver and Whistler!! 

SMH! Trying out Intrawest Palm Desert in Feb! Just in the nick of time. I hope Hilton comes up with something to make up for this! 

Hope I don't offend anyone but I really don't like Diamond!


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## Jason245 (Jan 28, 2016)

I really wanted to try Vancouver and Quebec. . I guess it is what it is...
Hopefully hgvc does something to replace the lost transfer capabilities. . 

That being said, I called it when the aquisition was anounced.
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## alexadeparis (Jan 28, 2016)

Damn it, I wanted to go to Sandestin. Boo!


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## jehb2 (Jan 28, 2016)

1Kflyerguy said:


> Bummer!  I really enjoyed Vancouver...



We really enjoyed The Sheraton Wall Centre too.  We were hoping to go back sometime when we could fit it in.


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## jestme (Jan 29, 2016)

Blue Mountain is the closest resort to me, and we went there once a year for a break. I guess that's over with now. The same as Open Season is over with, you can get better rates on Hilton.com and Expedia than the Open Season rates are now in Florida, Las Vegas and Hawaii.


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## MikeinSoCal (Jan 29, 2016)

Whistler out.


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## pedro47 (Jan 29, 2016)

I assume under this transaction none of the Hilton Vacations Resorts are part of this deal ?


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## 1Kflyerguy (Jan 29, 2016)

pedro47 said:


> I assume under this transaction none of the Hilton Vacations Resorts are part of this deal ?



No,  the change is due to Diamond buying Club Intrawest. My guess is that Diamond has enough resorts that they don't need or want to offer exchange privileges with HGVC.


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## presley (Jan 29, 2016)

1Kflyerguy said:


> No,  the change is due to Diamond buying Club Intrawest. My guess is that Diamond has enough resorts that they don't need or want to offer exchange privileges with HGVC.



That may be true, but I am very surprised they wouldn't see HGVC owners are fresh meat for their sales pitches. I imagine they'd sell a lot based on how many people I see buying HGVC retail.


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## 1Kflyerguy (Jan 29, 2016)

presley said:


> That may be true, but I am very surprised they wouldn't see HGVC owners are fresh meat for their sales pitches. I imagine they'd sell a lot based on how many people I see buying HGVC retail.



I can agree that would be a plus..  but HGVC would also view the Diamond members as fresh meat..  I suspect there may be too much overlap in the resort footprint, plus Diamond and HGVC are closer in size to each other..  CI was much smaller than HGVC and had complementary locations.  Not an expert on Diamond, but believe the two systems are probably more competitors than HGVC and CI ever were...


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## clotheshorse (Jan 29, 2016)

sb2313 said:


> I just called to check on availability at club intrawest Sandestin and I was informed that as of February 15 HGVC will no longer book new reservations at any club intrawest properties as the affiliation agreement has ended. Reservations currently made will be honored, even if past that date.



This is too bad.  I loved Palm Desert.


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## Ty1on (Jan 30, 2016)

rhonda said:


> Being acquired by Diamond.  (Yet another!)
> 
> I wonder if this also means the exchange agreement between CI and DVC (Disney) is cancelled?  Tsk, tsk.  Too many places, too little time.



I wonder, if it's true, whether that would mean more DC inventory to RCI.....


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## cd5 (Jan 30, 2016)

Diamond did not  "buy"  Club Intrawest, they are now it's managers. Club Intrawest is still owned (by aa very large majority) by its 22,000 members with a very limited number of points/ownership left unsold.. DRI purchased a few acres of undeveloped land and the unsold portion of the memberships. The purchase agreement with Fortress (the owners of Intrawest LLC) included the management contract. 
There is a group of owners that is trying to organize to overturn this contract, they have started a Facebook group to try to reach out to Intrawest owners. If you know of any Club Intrawest members concerned about the sale, they can be directed to the group at "Club Intrawest  - The Owners Group"


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## Jason245 (Jan 30, 2016)

cd5 said:


> Diamond did not  "buy"  Club Intrawest, they are now it's managers. Club Intrawest is still owned (by aa very large majority) by its 22,000 members with a very limited number of points/ownership left unsold.. DRI purchased a few acres of undeveloped land and the unsold portion of the memberships. The purchase agreement with Fortress (the owners of Intrawest LLC) included the management contract.
> There is a group of owners that is trying to organize to overturn this contract, they have started a Facebook group to try to reach out to Intrawest owners. If you know of any Club Intrawest members concerned about the sale, they can be directed to the group at "Club Intrawest  - The Owners Group"


Maybe they should try to take over the board and use that power change management companies (who knows. .Maybe hgvc would be interested. .) 

That being said.. those folks at diamond are very smart. .I doubt they would have bought the company without some assurance that they could keep managing. ..I wouldn't be surprised if they start allowing unhappy members to deed back their property. .decrease unsatisfied customers and keep collecting management fees and increase voting rights..

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## DanZale2000 (Jan 31, 2016)

Board control is the plan. The proxy campaign starts here.

http://www.cimembersgroup.com/

Unfortunately, the rules favor the management company.


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## Jason245 (Jan 31, 2016)

DanZale2000 said:


> Board control is the plan. The proxy campaign starts here.
> 
> http://www.cimembersgroup.com/
> 
> Unfortunately, the rules favor the management company.


Good luck.  I would imagine everyone who signed the proxy would get a mail offer to sell back their ownership (maybe even for what they paid)... much cheaper to just buy off a active minority than lose the perpetual income stream.. 

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## pedro47 (Jan 31, 2016)

Jason245 said:


> Good luck.  I would imagine everyone who signed the proxy would get a mail offer to sell back their ownership (maybe even for what they paid)... much cheaper to just buy off a active minority than lose the perpetual income stream..
> 
> Sent from my SAMSUNG-SM-N910A using Tapatalk



A word of warning.  Be make sure the wording on the "proxy material" is spell out clearly.  The organization that controls the proxy ballots controls the management company.


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## jestme (Feb 2, 2016)

Maybe it's just me, but shouldn't this kind of change be formally communicated to the members by HGVC so they can plan their vacations accordingly? I'd hate to be planning to go to one of the CI resorts and find out they haven't been available to us for months.


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## Jason245 (Feb 2, 2016)

jestme said:


> Maybe it's just me, but shouldn't this kind of change be formally communicated to the members by HGVC so they can plan their vacations accordingly? I'd hate to be planning to go to one of the CI resorts and find out they haven't been available to us for months.


I am sure the sales team will be telling prospects about all the Canadian resort options up till feb 15 at midnight... 

Then those options will disappear from the website and they will get confused when the first set of prospects for the 16th come in.

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## presley (Feb 2, 2016)

jestme said:


> Maybe it's just me, but shouldn't this kind of change be formally communicated to the members by HGVC so they can plan their vacations accordingly? I'd hate to be planning to go to one of the CI resorts and find out they haven't been available to us for months.



I agree with you. If I hadn't read it on Tug, I wouldn't know about it.


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## ccwu (Feb 6, 2016)

Jason245 said:


> Maybe they should try to take over the board and use that power change management companies (who knows. .Maybe hgvc would be interested. .)
> 
> That being said.. those folks at diamond are very smart. .I doubt they would have bought the company without some assurance that they could keep managing. ..I wouldn't be surprised if they start allowing unhappy members to deed back their property. .decrease unsatisfied customers and keep collecting management fees and increase voting rights..
> 
> Sent from my SAMSUNG-SM-N910A using Tapatalk



I am member DRI (platinum elite).  I do not see CI resorts in the inventory yet.  DRI has a lots of VI resorts in the inventory but if you search for availability, you can never find one. So if CI is appearing in the future in DRI website, I doubt there is availability.  Actually, CI member was guaranteed that the CI would not let DRI access to the reservation.  But as DRI becomes their management company, they will try to convert CI member to DRI.  Once that is done, there will have some inventory of CI. This is the same when HGVC become management company of the affiliated resorts, Hilton will try to have the owners of the affiliated resort to upgrade to HGVC points member.  http://www.businesswire.com/news/ho...e-Intrawest-Resort-Club#.VqKgHuPcn0g.facebook


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## Jodi0415 (Feb 6, 2016)

Here at CI Palm Desert! It is beautiful!! Love it! Will miss this in our Hilton inventory, especially since we live so close! We have II as well, maybe we'll try to trade in sometime!


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## wgallen8 (Feb 7, 2016)

*Is this the same Diamond company mentioned NY Times Article?*

http://www.nytimes.com/2016/01/24/b...d-of-using-hard-sell-to-push-time-shares.html


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## 1Kflyerguy (Feb 7, 2016)

wgallen8 said:


> http://www.nytimes.com/2016/01/24/b...d-of-using-hard-sell-to-push-time-shares.html



Yes, that is the same company... Not exactly universally liked by the owners community...


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## Bill4728 (Feb 7, 2016)

ccwu said:


> I am member DRI (platinum elite).  I do not see CI resorts in the inventory yet.  DRI has a lots of VI resorts in the inventory but if you search for availability, you can never find one. So if CI is appearing in the future in DRI website, I doubt there is availability.  Actually, CI member was guaranteed that the CI would not let DRI access to the reservation.  But as DRI becomes their management company, they will try to convert CI member to DRI.  Once that is done, there will have some inventory of CI. This is the same when HGVC become management company of the affiliated resorts, Hilton will try to have the owners of the affiliated resort to upgrade to HGVC points member.  http://www.businesswire.com/news/ho...e-Intrawest-Resort-Club#.VqKgHuPcn0g.facebook



I do not believe that there will be a lot of CI inventory in the near future for DRI owners.  That is because there are not lots of unsold CI points which the DRI management can use to give inventory to DRI owners. It will likely improve over time but for the next year or so I don't think you'll see much.


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## tashamen (Feb 8, 2016)

Bill4728 said:


> I do not believe that there will be a lot of CI inventory in the near future for DRI owners.  That is because there are not lots of unsold CI points which the DRI management can use to give inventory to DRI owners. It will likely improve over time but for the next year or so I don't think you'll see much.



I agree with Bill.  And as a CI owner you couldn't pay me to join DRI - what could possibly be the incentive, especially as I'm sure it would cost money to join?  I use my CI points only at the 9 locations, and haven't used them to exchange in years.  (I have another ts for that purpose.)


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## CalGalTraveler (Feb 8, 2016)

1Kflyerguy said:


> Yes, that is the same company... Not exactly universally liked by the owners community...



Wow DRI sounds like timeshare purgatory.  Something feels terribly wrong from a governance perspective when a Timeshare management company can take over the board and then vote themselves to be the management company and then vote to raise fees that are paid to themselves.  

Perhaps Boards should to vote themselves a "poison pill" of sorts so that:

the Members of the board must have an independent and separate relationship from the management company they hire because they are acting in a fiduciary capacity for the owners of the timeshare.  To do otherwise constitutes a conflict of interest in which they would need to recuse themselves from any voting and participation in such matters.

The TS industry never ceases to surprise me how they get away with activities that would be regulated and taboo in other industries.


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## Jason245 (Feb 8, 2016)

CalGalTraveler said:


> Wow DRI sounds like timeshare purgatory.  Something feels terribly wrong from a governance perspective when a Timeshare management company can take over the board and then vote themselves to be the management company and then vote to raise fees that are paid to themselves.
> 
> Perhaps Boards should to vote themselves a "poison pill" of sorts so that:
> 
> ...


I take it you have never looked at the board of directors on most fortune 500 companies. .

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## CalGalTraveler (Feb 8, 2016)

Jason245 said:


> I take it you have never looked at the board of directors on most fortune 500 companies. .
> 
> Sent from my SAMSUNG-SM-N910A using Tapatalk



Perhaps that was the case a long time ago, however have you ever heard of Sarbanes-Oxley? Dodd-Frank? Insider trading?

SEC and other government requirements of public boards have become significant and substantial and certain procedures of governance and compliance are mandated. The officers of a public company can now go to jail if their financial reports are not in compliance as it is now legally assumed that the CEO and officers are personally liable. 

Companies take out insurance to protect their directors and must take certain steps to ensure that proper procedures are followed to maintain coverage. 

Companies use provisions such as 10b5 provisions to enable the directors to mitigate insider trading. 

European regulations are even more stringent with board representation quotas etc.


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## jestme (Feb 9, 2016)

FYI,
HOA boards at all HGVC owned clubs have a majority of Hilton executives. In some cases, there are owners on the board as well, but (so far) never enough for a majority.


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## Jason245 (Feb 9, 2016)

CalGalTraveler said:


> Perhaps that was the case a long time ago, however have you ever heard of Sarbanes-Oxley? Dodd-Frank? Insider trading?
> 
> SEC and other government requirements of public boards have become significant and substantial and certain procedures of governance and compliance are mandated. The officers of a public company can now go to jail if their financial reports are not in compliance as it is now legally assumed that the CEO and officers are personally liable.
> 
> ...


The only requirement is that there be a financial expert  (not even a cpa) on the board... insider trading has nothing to do with bod. There are outside directors. . But those people are generally management of other large companies  (and friends of management ).

I suggest you look again at the boards.. the role of chairman and ceo are combined pretty regularly. . 



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## Jason245 (Feb 9, 2016)

jestme said:


> FYI,
> HOA boards at all HGVC owned clubs have a majority of Hilton executives. In some cases, there are owners on the board as well, but (so far) never enough for a majority.


I would imagine this is the case for most  of the boards of Westgate and others companies too..

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## CalGalTraveler (Feb 9, 2016)

Jason245 said:


> T... insider trading has nothing to do with bod.
> 
> 
> Sent from my SAMSUNG-SM-N910A using Tapatalk



Umm...Tell that to Martha Stewart.  http://www.accuridecorp.com/investors/insider-traiding-guidelines/ 


There appear to be laws (at least in Florida and possibly elsewhere) governing conflicts of interest on HOA's and how such conflicts must be disclosed. It appears (and good governance dictates) that those with such interests must recuse themselves from voting on items where there is financial gain involved. This would include voting their employer in as the management company. If these items are not followed to the letter of the law, it opens up the HOA (and you as owners who pay for the HOA) to expensive lawsuits for non-compliance.

Florida Statutes Section 718.111 (1)(a) states as follows:

_"An officer, director, or manager may not solicit, offer to accept, or accept any thing or service of value for which consideration has not been provided for his or her own benefit or that of his or her immediate family, from any person providing or proposing to provide goods or services to the association."

"...The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;"_


Of course this does not stop BODs from bringing in allies on the board to vote for them, however strict compliance and disclosure of conflicts must be adhered to otherwise management contracts are voidable in a court of law.

http://www.davis-stirling.com/ConflictsofInterest/tabid/1299/Default.aspx 

This could be the way TS owners could remove Westgate and DRI from management contracts.


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## Jason245 (Feb 9, 2016)

CalGalTraveler said:


> Umm...Tell that to Martha Stewart.  http://www.accuridecorp.com/investors/insider-traiding-guidelines/
> 
> 
> There appear to be laws (at least in Florida and possibly elsewhere) governing conflicts of interest on HOA's and how such conflicts must be disclosed. It appears (and good governance dictates) that those with such interests must recuse themselves from voting on items where there is financial gain involved. This would include voting their employer in as the management company. If these items are not followed to the letter of the law, it opens up the HOA (and you as owners who pay for the HOA) to expensive lawsuits for non-compliance.
> ...



ummm... again, insider trading equals trading stock or giving others insider information to trade stock... that is what martha stuart did. By giving insider info she broke the law which is something that applies to ALL persons with insider knowledge of a company (not BOD specific). This is applicable to every employee in large companies, heck, most big companies even have restrictions and disclosure requirements on stock purchases and sales by their employees (including windows where employees can not buy/sell any company stock). 

As for the statue, I think you need to re-read it. 

As you may (or may not be aware), *Consideration* = employment services. 

Basically, what the law says (in plain speak) is that a company can not bribe the HOA Board members in order to get business. 

Specific examples of illigal things would be:

1. a landscaping company giving superbowl/regular football/any type of  tickets to the HOA president as a result of them selecting the landscaper for the contract. 

2. A renovation company giving the HOA board member(s) a kickback of a percentage of the contract size. 

Board members who are also employees of management companies provide consideration to the management company and have FULL voting rights. That being said, they are required to disclose that affiliation.  It should further be noted, that the big management companies also OWN units within the Timeshare and have voting rights for selecting board members. 

None of this is illegal, however if you don't believe me I highly recommend you seek competent legal advise.


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## CalGalTraveler (Feb 9, 2016)

Here is a helpful publication on HOAs published  by the Attorney General's office in New York:

https://www.ag.ny.gov/sites/default/files/pdfs/bureaus/real_estate_finance/HOA problems.pdf

_Certain actions by a director or officer constitute a conflict of interest, and
may be void or voidable if no disclosure was made. NPCL §715.
5
Directors and officers must act in good faith and with reasonable diligence,
care and skill. NPCL §717.
*Directors and officers may be sued for misconduct. NPCL §720*_

What this indicates is if directors do not disclose and publicly recuse themselves from voting in such matters they open themselves up for a lawsuit because they are not following standard practices of governance and compliance.  Of course there is board insurance but they will typically not cover such losses if there is gross negligence.


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## Jason245 (Feb 9, 2016)

CalGalTraveler said:


> Here is a helpful publication on HOAs published  by the Attorney General's office in New York:
> 
> https://www.ag.ny.gov/sites/default/files/pdfs/bureaus/real_estate_finance/HOA problems.pdf
> 
> ...


Are you talking about management company employee board members recusing themselves? They are only required to disclose their employment by management company and act in good faith.

If you think they need to recuses you are misinterpreting the law.



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## CalGalTraveler (Feb 9, 2016)

Jason245 said:


> Are you talking about management company employee board members recusing themselves?
> 
> If so you are misinterpreting the law.
> 
> ...



On what facts do you base this statement?  How would voting in favor of the management company that employs and feeds their family be viewed as acting in good faith? This is about as clear a conflict of interest as it gets.  AND a BOD that supports such poor compliance put themselves at risk of being sued for allowing this to happen.

Here's info from a Law firm on standard industry practices for avoiding Conflicts of Interest on boards (see section "No Influence on Vote" aka recuse):

http://www.davis-stirling.com/ConflictsofInterest/tabid/1299/Default.aspx


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## Jason245 (Feb 9, 2016)

CalGalTraveler said:


> On what facts do you base this statement?  How would voting in favor of the management company that employs and feeds their family be viewed as acting in good faith? This is about as clear a conflict of interest as it gets.  AND a BOD that supports such poor compliance put themselves at risk of being sued for allowing this to happen.
> 
> Here's info from a Law firm on standard industry practices for avoiding Conflicts of Interest on boards (see section "No Influence on Vote" aka recuse):
> 
> http://www.davis-stirling.com/ConflictsofInterest/tabid/1299/Default.aspx


I am going to recommend you seek legal advise, and not going to respond further.

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## CalGalTraveler (Feb 9, 2016)

CalGalTraveler said:


> On what facts do you base this statement?  How would voting in favor of the management company that employs and feeds their family be viewed as acting in good faith? This is about as clear a conflict of interest as it gets.  AND a BOD that supports such poor compliance put themselves at risk of being sued for allowing this to happen.
> 
> Here's info from a Law firm on standard industry practices for avoiding Conflicts of Interest on boards (see section "No Influence on Vote" aka recuse):
> 
> http://www.davis-stirling.com/ConflictsofInterest/tabid/1299/Default.aspx



So if one wanted to void their timeshare contract (especially if they cannot give it away because maintenance fees from DRI etc. are skyrocketing), this presents a hypothetical solution to nullify it through small claims court:

1) Read the HOA minutes and find out what board members are employees of the management company.
2) Find out what processes were pursued to determine the management company, the documents pertaining to the decision and the costs e.g. did they request competitive bids (like government agencies are required to do by law?)  What good faith and due diligence was pursued to ensure management prices were kept low? Were management employees involved in the selection and cost discussion per the minutes?
3) Find out whether management employees recused themselves from management company selection and voting decisions.

If there are violations of any of these, one could take their case to small claims court ($7,500 cap in California would cover maintenance fees and price hikes for several years) and seek to void the contract because the HOA board and management company acted with Conflicts of Interest that are not in line with standard practices for good faith board governance.  If Conflicts of Interest are found, a contract can be voided per the opinion of this law group  http://www.davis-stirling.com/ConflictsofInterest/tabid/1299/Default.aspx

Would be interesting to see if anyone has tested this in small claims court.  (full disclosure: I am not a lawyer so YMMV)


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## Jason245 (Feb 9, 2016)

CalGalTraveler said:


> (full disclosure: *I am not a lawyer*)



Finally something we can agree on related to this issue.


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## 1Kflyerguy (Feb 9, 2016)

Not sure i really want to jump into the debate on the makeup of the HOA boards... but i believe many Timeshare boards are controlled by the developer until a certain percentage of the units at the resort are sold...That is the way is has been with my primary residence as well..  The developer controls things until X percentage has been sold..   The board members are usually developer employees...


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## CalGalTraveler (Feb 9, 2016)

Jason245 said:


> Finally something we can agree on related to this issue.



Jason245  Let's stick to discussing the topic at hand and keep this professional. 

We are still waiting on objective facts to substantiate your claim as to why you think a recuse is not needed for board decisions made by management employees pertaining to selection of and auditing costs incurred by the management company.  

We have shared substantiated data from lawyers (who specialize in this area) indicating that doing otherwise represents a conflict of interest here:  http://www.davis-stirling.com/ConflictsofInterest/tabid/1299/Default.aspx.  Notes from the NY Attorney General's Office, and Florida law in this thread. 

So far all we have heard from you is your opinion (and several personal attacks)...How do you know that HOA management employees are not recusing themselves from these decisions? What proof do you have that such board behavior is permissible in the eyes of the law?


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## Jason245 (Feb 9, 2016)

CalGalTraveler said:


> Jason245  Let's stick to discussing the topic at hand and keep this professional.
> 
> We are still waiting on objective facts to substantiate your claim as to why you think a recuse is not needed for board decisions made by management employees pertaining to selection of and auditing costs incurred by the management company.
> 
> ...



From your source (Which you didn't seem to read in full since I was summarizing what I assumed you read in all my prior posts after you posted this link since you were quoting it)

"Conflicts of interest occur when a board member’s decisions are influenced by his/her personal interests rather than the interests of the association, which can lead to breaches of their fiduciary duties."

Click on Fiduciary duties

http://www.davis-stirling.com/tabid/1542/Default.aspx#axzz3liqSf3ZR

"Business Judgment. In determining whether directors violated their fiduciary duties, courts will use the Business Judgment Rule. To avoid potential breaches, boards should adopt an ethics policy to guide directors."

Click on Business judgment link
http://www.davis-stirling.com/tabid/1547/Default.aspx#axzz3krj3X7au

"orporations Code. Even though officers and directors are deemed fiduciaries, boards are not required to make the "right" decision. Corporations Code §7231(a) protects directors from personal liability if they make decisions that result in damage or loss to others, provided their decisions were made:

In good faith,

In a manner which the directors believe to be in the best interests of the corporation, and

With such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances."

Going back to your original example:

"Not a Conflict. Oftentimes board members vote on matters that result in a benefit to them that is not a conflict of interest because the matter also benefits the membership as a whole. For example, if a board member votes to add security patrols to the development, there is no conflict of interest since the benefit he receives from the patrol is same benefit received by all members of the association."

In summary your personal opinion of whether or not they are making a good decision is meaningless when it comes to them as elected members of the board making what they feel are the best decisions for the HOA. If they feel in good faith that the management company they work for (but does not provide them with any extra compensation or benefits for steering the business to the management company) is the best selection for the HOA, then they are operating within their rights as long as their employment is fully disclosed when they are running for office.

If they get elected by the owners, then it is on the owners for electing them (hint the management company is also an owner).

Given this 2 minute legal lesson, I am still waiting on you providing me with even a semblance of a legal argument as to why a duly elected board member who is not receiving any type of special compensation is required by any of the fiduciary duty requirements to recuse themselves from a vote on the management company and/or its contract.

To simplify you need to prove that they violated their duty of loyalty:


"We note that the duty of undivided loyalty applies when the board of directors of the association considers maintenance and repair contracts, the operating budget, creation of reserve and operating accounts, etc. Thus, . . . [directors] may not make decisions for the association that benefit their own interests at the expense of the association and its members." (Raven's Cove v. Knuppe.)

As a reminder, the members of the association include the management company (who generally ownes a large chunk of the units if it is DRI)

As for auditing costs... the BOD selects the INDEPENDENT auditor to audit the financials and provide an audit opinion. If a CPA is not independent they CAN NOT issue audited financials, and if they do, they are subject to lose of their license and fines.  I am very confused as to where you are going with that one.


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## CalGalTraveler (Feb 9, 2016)

Jason245 said:


> From your source (Which you didn't seem to read in full since I was summarizing what I assumed you read in all my prior posts after you posted this link since you were quoting it)
> 
> "Conflicts of interest occur when a *board member’s decisions are influenced by his/her personal interests* rather than the interests of the association, which can lead to breaches of their fiduciary duties."
> .



Okay this is a start. However despite your voluminous response, the reasoning is quite simple: 

How does being employed and paid by the management company (who can fire you at will), feeds your family, pays your mortgage, provides health benefits and determines your future employment NOT a personal interest? ...According the the statement you provided above it looks like a crystal clear breach of fiduciary duties.


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## Jason245 (Feb 9, 2016)

CalGalTraveler said:


> Okay this is a start. However despite your voluminous response, the reasoning is quite simple:
> 
> How does being employed and paid by the management company (who can fire you at will), feeds your family, pays your mortgage, provides health benefits and determines your future employment NOT a personal interest? ...According the the statement you provided above it looks like a crystal clear breach of fiduciary duties.


You are confusing independence with fiduciary duty.  You do not have to be independent to fulfill fiduciary duties. It is not a requirement.  

Look at the loyalty test again.

Given your response,  you either didn't read anything I wrote, don't understand legalese,  or are trolling me. 

If you don't understand legalese I apologize for the abruptness of my responses, but at this point I feel like I am getting nowhere trying to explain your own source to you. 




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## CalGalTraveler (Feb 10, 2016)

Jason245 said:


> You are confusing independence with fiduciary duty.  You do not have to be independent to fulfill fiduciary duties. It is not a requirement.
> 
> Look at the loyalty test again.
> 
> ...



_Let's just agree to disagree. _ I respect that you have your interpretation of the source material.  Please respect that I have mine.  (FYI...I am quite comfortable with legalese as I was a VP for a Fortune 500 company for many years who negotiated billion dollar contracts.)

This is not black and white. Differing interpretations are why the U.S. legal system has appeals processes that can reach the Supreme Court.  

As a wise lawyer once told me, *"The best legal defense you can get (and also the least expensive) is to be squeaky clean."* i.e. run your operation above a question of a doubt so you minimize the chances of getting sued. 

There are probably more than 100 (perhaps 1000+) small claims courts in the U.S. and countless other courts.  All you need is 1 judge to rule this as a conflict of interest and void the contract to set a precedent. 

Why would any rational HOA, (and the management company that stands to lose revenue from voided TS contracts) want to run this risk for their association? 

I asked a close colleague who sits on a homeowners HOA board "Would you allow an employee of the management company to be involved in discussions and voting pertaining to fees and selection of the management company?" His immediate response: _"Absolutely not.  That would be a conflict of interest."_


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## Jason245 (Feb 10, 2016)

CalGalTraveler said:


> _Let's just agree to disagree. _ I respect that you have your interpretation of the source material.  Please respect that I have mine.  (FYI...I am quite comfortable with legalese as I was a VP for a Fortune 500 company for many years who negotiated billion dollar contracts.)
> 
> This is not black and white. Differing interpretations are why the U.S. legal system has appeals processes that can reach the Supreme Court.
> 
> ...


You are missing the point again.. ask that person what their answer would be if the management company directly owned 10 to 20 percent of the units in the hoa..

I am a cpa who has consulted on billion dollar deals,  been responsible for auditing all kinds of businesses (including real estate ), and spent over a decade doing this. 

This would not be a case that could be settled in small claims(fyi).

Private equity groups get board seats of fortune 500 companies all the time simply by buying 5 percent of a company  (case in point look at staples last year ) and dictate what management should do (just ask darden).

Once you own a significant portion of an entity your influence significantly increases.  

Using hgvc as an example,  hilton actually has two separate subs,  a management sub and an ownership sub. .. Hilton controls both, on all the boards there is a employee of the ownership sub, and that subs employee always advocates for hilton management company. Since hilton ownership company generally owns over 20 percent of its resorts, their board members always get elected. .

A lot of the law is about form not substance, if you don't believe me, read up on the recent Johnson controls aquisition of tyco and how they are trying to control ownership percentages to ensure they get the right tax treatment while at same time not planning to Change their business.

There is zero cause of action here.. yes you can sue,  but your war chest better be bigger than the one dri has (and they are willing to put millions into a fight like that if they have to)..

This is America,  litigation is in our blood and fairness is somewhere else..

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## alexadeparis (Feb 10, 2016)

Anyway, getting back on topic, just exactly WHEN does HGVC plan on letting its members know about this change publicly? I'm pissed that we are hearing this by word of mouth. And the HGVCers on TUG are surely only a small percentage of their membership, meaning 95% of the members are still *totally* unaware of what the hell is happening.


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## Jason245 (Feb 10, 2016)

alexadeparis said:


> Anyway, getting back on topic, just exactly WHEN does HGVC plan on letting its members know about this change publicly? I'm pissed that we are hearing this by word of mouth. And the HGVCers on TUG are surely only a small percentage of their membership, meaning 95% of the members are still *totally* unaware of what the hell is happening.


5 days from now is my guess...



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## sb2313 (Feb 10, 2016)

On the club intrawest page, there is a hgvc member that has reported receiving a letter from hgvc that the relationship has been terminated, but I jacket recieved such a letter. Also, the diamond/club intrawest official representative claims negotiations "are ongoing" for future hgvc/club intrawest exchanges, but never addresses the current end date dispite many questions from members. So take that for whatever it's worth.


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## sb2313 (Feb 11, 2016)

Just spoke with a different hgvc counselor and they have temporally postponed the end of the agreement. So we shall see what happens.


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## presley (Feb 11, 2016)

sb2313 said:


> Just spoke with a different hgvc counselor and they have temporally postponed the end of the agreement. So we shall see what happens.



I would be very surprised if Diamond didn't want us visiting CI properties. I could hear the pitch now, "As HGVC owners, you only get to trade into the former CI properties. If you buy a small membership with Diamond, you can visit *ALL* of our locations!"


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## pedro47 (Feb 11, 2016)

presley said:


> I would be very surprised if Diamond didn't want us visiting CI properties. I could hear the pitch now, "As HGVC owners, you only get to trade into the former CI properties. If you buy a small membership with Diamond, you can visit *ALL* of our locations!"



This is one very confusing transaction by all parties involved.


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## MelanieB (Feb 17, 2016)

sb2313 said:


> Just spoke with a different hgvc counselor and they have temporally postponed the end of the agreement. So we shall see what happens.



You can never quite tell in these conversations if what they're telling you is accurate.  But FWIW, as of today, Club Intrawest properties are still showing as part of the "Resort Collection" at hgvclubprogram.com.  So either your information is good, or someone forgot to take them down.

I would be disappointed to lose access to Intrawest.  Tremblant is an easy drive from our home; we've stayed there a couple of times and enjoyed it.  I was hoping to get to Whistler sometime in the near-ish future too.  But I have to say that I find the CI properties to be very, very expensive.  Particularly the Canadian properties, with dues in USD and the recent weakness in the Canadian dollar.  At Tremblant you can book comparable properties for a similar or even lower cash rate, and enjoy the convenience of no-penalty cancellation and 1 or 2 night stays.  I opted out of CI Tremblant this winter for exactly that reason, and booked an on-property hotel instead.  I  haven't priced out the other Canadian locations, but I suspect the same holds true.


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## alexadeparis (Feb 18, 2016)

What is the booking window for these? How far out were we able to go? If they do (or did) decide to terminate affiliation, bookings actually finish running when?


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## tashamen (Feb 18, 2016)

MelanieB said:


> You can never quite tell in these conversations if what they're telling you is accurate.  But FWIW, as of today, Club Intrawest properties are still showing as part of the "Resort Collection" at hgvclubprogram.com.  So either your information is good, or someone forgot to take them down.



On the Club Intrawest side, this message appears today:

"This is to advise that Hilton Grand Vacations Club (HGVC) has chosen to discontinue the affiliation agreement with ExtraOrdinary Escapes with the last reservation for 2016 arrivals being allowed on May 15, 2016. Only Members of ExtraOrdinary Escapes current as of February 16, 2016 will still be able to book reservations into the HGVC locations until May 15, 2016. Eligible Members can make new HGVC reservations by calling into Member Services at 1-800-767-2166. In addition, effective immediately, the ability to convert Club Intrawest Resort Points to Hilton HHonors points has also be discontinued."

Doesn't affect me as I don't belong to ExtraOrdinary Escapes, but I know several other CI memebrs who do and will be bummed about this.


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## sb2313 (Feb 18, 2016)

I now have a sept 30-October 7 week booked at Sandestin via hgvc, and when I called in now I was told that reservation will still be honored but it appears that no new reservations can be booked via hgvc for CI was what I got out of the conversation. So looks like the feb 15 date was just a few days off from being correct in the end(as of now until the next change of course!).


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## alexadeparis (Feb 18, 2016)

And yet HGVC still hasn't announced anything.


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## Jason245 (Feb 18, 2016)

On the bright side.. Given current exchange rates,  it is probably cheaper to rent Canadian ci resorts than use points 

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## sb2313 (Feb 18, 2016)

alexadeparis said:


> And yet HGVC still hasn't announced anything.



Of course not.... And I'm sure the next call to a phone rep will yield a somewhat different answer. Fantastic communication all around....


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## pedro47 (Feb 18, 2016)

sb2313 said:


> Of course not.... And I'm sure the next call to a phone rep will yield a somewhat different answer. Fantastic communication all around....



In Canada is it best to use Canadian money or American dollars?


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## sb2313 (Feb 18, 2016)

pedro47 said:


> In Canada is it best to use Canadian money or American dollars?



Haven't been there since the mid-90s, but I think you use the Canadian dollar. Currently the us dollar has a great exchange rate vs the Canadian dollar so it's a great time to go North!


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## jestme (Feb 18, 2016)

pedro47 said:


> In Canada is it best to use Canadian money or American dollars?



While even though it isn't legal currency here, (ie. so they do not have to take it) a lot of places will take US$. However, they will seldom give you any exchange on them at retail stores or restaurants. It would be much better to convert US$ to C$ beforehand, especially right now where you get C$1.45 for US$1.00.


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## pryu (May 18, 2016)

jestme said:


> Blue Mountain is the closest resort to me, and we went there once a year for a break. I guess that's over with now. The same as Open Season is over with, you can get better rates on Hilton.com and Expedia than the Open Season rates are now in Florida, Las Vegas and Hawaii.



Disappointing News,.... I also bought because Blue Mountain was our closest location,.... Noooooooooo! boohoohoo,...


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