That's a great point Brian. So are you saying that the decision to not renew the contract with Wyndham exceed the BoD's authority under the by-laws? Because there was not a membership vote on that decision.
Unfortunately (and frustratingly), I am not privy to any information regarding the change in management companies. The only information I have consists of the IOA governing documents, which are available for review on the owners community page of the KBV website. The more I analyze those documents, the more questions and concerns I have. What I can say is that it certainly appears that WE--owners, board members, managers--may not have been administering the IOA consistent with the governing documents over the past many years, and WE--everyone--must share in the blame for that. Moving forward, the following question needs to be constantly asked by owners, board members and the plan manager: Is this course of action authorized by the governing documents?
Article V, Section 3 of the Declarations states: "Each Owner agrees that they will manage the Plan through the Association according to what is said in the Governing Documents. No owner will manage by themselves or with any group of other Owners outside of the Interval Association. Each Owner gives the Association all rights and powers to manage according to what is said in the Plan Documents, and agrees that what the Interval Association decides and does in accordance with the Interval Governing Documents is binding on him."
Article III, Section 1 of the Declarations states: "The Interval Association shall provide and maintain an Exchange Program unless a majority of Owners vote to not have such Exchange Program." According to the IOA "Rules and Regulations" (Article 1, Section 3(c)," RCI is the IOA's authorized Exchange Program. So where does "Club Wyndham" fit in? It's not mentioned anywhere in any governing documents. What authorizes Wyndham Vacation Resorts, Inc. to advertise KBV as a "Club Wyndham" property, or even to use the KBV name?
Article VI, Section 5 of the Declarations provides for the dissemination of certain information to Owners by the Board, including that "Minutes of each Board Meeting must be sent to each Owner as the Board shall direct but within 60 days of after the meeting." I've never been sent any minutes. This section also requires that "[a] statement of the Interval Association's policies and practices in enforcing its remedies against Owners for defaults in the payment of Maintenance Fees and Special Assessments, including the recording and foreclosing of liens against Owner's intervals, must be sent annually to each Owner as the Board shall direct but not less than 60 days prior to the beginning of the fiscal year for the Interval Association." I've never received any such "policies and practices" statement.
Articel VIII of the Declarations outlines the
required process (the use of the word "shall" appears throughout) for dealing with Owner defaults int the payment of maintenance fees. Is this process being followed? If so, why do we allegedly still have units on the books that have been in default for years? Where is the use of a "foreclosure agreement" with a third-party authorized in the governing documents?
These questions are illustrative examples and not an exhaustive list. My review of the governing documents has triggered many other questions, some of which have been raised in other posts on this forum.
I do plan to attend the upcoming annual meeting. As a Board candidate and owner, I am hopeful that not only can I obtain the information necessary to answer the many questions raised by my review of the governing documents, but that WE--owners, board members, and plan manager--can come together to get the IOA back on track and operating in accordance with the governing documents and applicable Hawaii law.