# TIME CRITICAL - CLUB INTRAWEST - Information for Club Intrawest Members



## WBP (May 28, 2016)

Club Intrawest members, please take careful note of the following:

There is a critical upcoming opportunity for you to RECLAIM CLUB INTRAWEST from the Club Intrawest Board of Directors, and to hopefully begin the process of restoring some value to your membership. 

There are TWO TIME CRITICAL DEADLINES rapidly approaching:

June 2,2016: VOTE FOR KONRAD KAWALAC, the Club Intrawest Owners Group nominee for the Club Intrawest Board of Directors. If you have not received an electronic ballot from Club Intrawest Member Services, call (800) 767-2166 right away. Be prepared to withstand long wait times on the phone. DEMAND AN ELECTRONIC BALLOT so that you can vote electronically for KONRAD KAWALAC FOR DIRECTOR;

June 11, 2016: The Club Intrawest Owners Group is ready to start taking PROXIES for the Special General Meeting. If you are unable to attend the Special General Meeting yourself, please complete ONE proxy form and send it to our email at CI.THEOWNERSGROUP@GMAIL.COM. All instructions are on the website with the proxy forms. 4 choices of delegate. WEBSITE:
http://citheownersgroup.wix.com/home

Copies françaises des procurations disponible sur l'onglet en dessous de la version anglaise... http://citheownersgroup.wix.com/home#!special-general-meeting/zwi5t

NOTE THAT THIS PROXY HAS NOTHING TO DO WITH THE ELECTION, THESE ARE TWO SEPARATE ITEMS. THE PROXY IS SO WE CAN VOTE ON THE Special General Membership AGENDA ITEMS.


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## cd5 (May 28, 2016)

Thanks for keeping everyone on TUG updated! It is extremely important that any member not able to attend the SGM submit a proxy in order that quorum is achieved for the meeting. 15% of member points (excluding the declarant's) are required for quorum and it is not an easy mark to attain...


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## Vstromk (May 28, 2016)

The special general meeting is costing approximately $75,000. The original request for the meeting was to discuss the handling of the assignment of the Management contract.  But the BoD have chosen to set the agenda around sales and marketing.

As per section 3.12 (c) of Table 13, Fifth Amended and Re-stated By-laws, we have requested the following 4 items be addressed:
1. The enclosed 3 resolutions be added to the agenda
2. The BoD supplies us with member contact information so that we can communicate with our fellow members to encourage them to attend or be engaged with the meeting.
3. Reissue the agenda with the new resolutions in place, and bring the proxy process in line with previous board meetings, making it an electronic process, rather than the cumbersome current process of download, print, sign, scan, Email.
4. Provide remote access, as has been done for previous board meetings, so that people unable to travel to Vancouver are able to observe the meeting.


We have also put forward the following three resolutions:

1. To amend the disclosure statement dated January 29, 2016 clause 3.9 (c) (ii) Voting for Directors to read "at least two directors (the "independent Directors") must be elected solely by the Voting Power of the Resort Point Members.

2.To amend ARTICLE IV BOARD OF DIRECTORS, Section 4.1 of Table 13, Fifth Amended and Restated By-laws, to change the composition of the Board of Directors from five (5) persons to seven (7) persons, with these two (2) new positions categorized as "independent Directors", elected solely by the Voting Power of the Resort Point Members, and to elect two (2) new Independent Directors during the Special Meeting, from the Members present, as interim Directors until the election in 2017.

3. To require the resignation of Mr. Kenneth G. Smith and to elect a new Independent Director, solely by the Voting Power of the Resort Point Members, during the Special Meeting, from the Members present, as interim Director until the election in 2017.


For more information have a look at our website at: http://citheownersgroup.wix.com/home

and our facebook group at: https://www.facebook.com/groups/clubintrawestowners/


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## WBP (May 28, 2016)

Vstromk said:


> The special general meeting is costing approximately $75,000. The original request for the meeting was to discuss the handling of the assignment of the Management contract.  But the BoD have chosen to set the agenda around sales and marketing.
> 
> As per section 3.12 (c) of Table 13, Fifth Amended and Re-stated By-laws, we have requested the following 4 items be addressed:
> 1. The enclosed 3 resolutions be added to the agenda
> ...




Very well stated, thank you.

Let's hope that Club Intrawest members become engaged and involved at this critical juncture in the Club's history, as we need to take over the asylum from the inmates - - as, in my opinion, the inmates are currently running the asylum.

The agenda proposed and critical items put forward by the Club Intrawest Owners Group are spot on!


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## TUGBrian (Jun 9, 2016)

crazy, someone posted the results on facebook and it appears that while Konrad got more than 3x the votes of anyone else, apparently DRI gives 15x weight to any incumbents votes....so they won by a landslide.

thats just sad


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## cd5 (Jun 9, 2016)

TUGBrian said:


> crazy, someone posted the results on facebook and it appears that while Konrad got more than 3x the votes of anyone else, apparently DRI gives 15x weight to any incumbents votes....so they won by a landslide.
> 
> thats just sad



Yes and completely legal, unfortunately. This is part of the Club's Instruments (the bylaws). The declarant (used to be Intrawest, is now DRI) has 15 times the voting power per point that they own in the trust. This means that although they own only 6% of the points, they have over 45% of the voting power.
Next year, it is the independent director's seat that is up for election, for which DRI cannot vote. Only members. So it's safe to say Kenneth Smith (the incumbent) will NOT be re-elected.


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## WBP (Jun 9, 2016)

cd5 said:


> Yes and completely legal, unfortunately. This is part of the Club's Instruments (the bylaws). The declarant (used to be Intrawest, is now DRI) has 15 times the voting power per point that they own in the trust. This means that although they own only 6% of the points, they have over 45% of the voting power.
> Next year, it is the independent director's seat that is up for election, for which DRI cannot vote. Only members. So it's safe to say Kenneth Smith (the incumbent) will NOT be re-elected.



Where there's smoke, there's fire.


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## dioxide45 (Jun 9, 2016)

cd5 said:


> Yes and completely legal, unfortunately. This is part of the Club's Instruments (the bylaws). The declarant (used to be Intrawest, is now DRI) has 15 times the voting power per point that they own in the trust. This means that although they own only 6% of the points, they have over 45% of the voting power.
> Next year, it is the independent director's seat that is up for election, for which DRI cannot vote. Only members. So it's safe to say Kenneth Smith (the incumbent) will NOT be re-elected.



How does the trust work? Has the trust existed from day one? It might be easy to prove that the trust is not a declarant. The trust is just a holder weeks. Wouldn't the declarant be the original developer selling from their owned inventory?


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## Jason245 (Jun 9, 2016)

TUGBrian said:


> crazy, someone posted the results on facebook and it appears that while Konrad got more than 3x the votes of anyone else, apparently DRI gives 15x weight to any incumbents votes....so they won by a landslide.
> 
> thats just sad


You expected something DRI ownes to be fair and democratic? 

That is like Westgate giving back all benefits to resale owners. 

Sent from my SAMSUNG-SM-N910A using Tapatalk


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## cd5 (Jun 10, 2016)

dioxide45 said:


> How does the trust work? Has the trust existed from day one? It might be easy to prove that the trust is not a declarant. The trust is just a holder weeks. Wouldn't the declarant be the original developer selling from their owned inventory?



The Club Instruments (by-laws) were made that way initially when the Club was started. The bylaws continue to apply even though Intrawest sold their share of points (6%) to DRI. This is a point system, not deeded weeks.


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