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Interesting Aspects To the KBV By Laws

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Aloha Folks.


I was reading the By Laws today and thought I'd pass along several passages that were interesting to me. The By Laws (and amendments) are up on the Grand Pacific KBV Owners Community website. For some of these, I'm not sure what the repercussions might be going forward, but something to chew over. Any thoughts about the By Law will be in brackets:



3.01 Directors and Qualifications - Each Director must be a member which shall include an officer of a corporation member, or a general partner of a member is a partnership, or trustee of trust that is a member. [If I'm reading this correctly, I'm not sure if either Danielle Ramos or former President of the IOA, Linda Kolstad, fit into any of these criteria. As representatives of a corporate interest, Wyndham, neither of them individually owning any property or deeds at KBV, neither are officers of Wyndham.]


3.10 Director Conflict Of Interest - Director may vote if conflict is disclosed and noted. If their vote is to be counted, it must be fair and reasonable [whatever the latter means].


3.12 Removal of Directors - Can be done without cause by vote of the Directors. A Director who is going to be removed has the right to speak to the Board before the action is ultimately taken.


4.02 Election of Officers - Other than the President, the Board Of Directors shall elect from the membership or from the Board, a Vice-President, a Secretary, and any assistants. [Hmmm. Anyone want to offer themselves up and submit to the Board of Directors for any position? Officers are voted upon by the BOD after the conclusion of the annual voting. Get your name in along with a desired position, why you'd be a good person for that officer position, and perhaps your bio. Descriptions of each officer position are posted in section 4 of the By Laws.]


4.05 Secretary - The Secretary shall keep the minutes of the Interval Association and the Board Of Directors. [There are no indications as to what constitutes "minutes", whether only votes are recorded, or the details of the entire meeting are to be recorded and posted. The latter would be immensely helpful to the membership at large.]


Corporate Records


5.01 Minute Book - The IOA shall keep a complete book of minutes of all meetings of its Directors and its members.


5.04 Every member shall have the right to inspect all books, records, and documents of every kind of the Interval Association. Each inspection may be made in person or by agent or attorney (Fees may occur for copying may be incurred by member).


I hope this is helpful.


Jeff
 

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3.01 Directors and Qualifications - Each Director must be a member which shall include an officer of a corporation member, or a general partner of a member is a partnership, or trustee of trust that is a member. [If I'm reading this correctly, I'm not sure if either Danielle Ramos or former President of the IOA, Linda Kolstad, fit into any of these criteria. As representatives of a corporate interest, Wyndham, neither of them individually owning any property or deeds at KBV, neither are officers of Wyndham.]

What tells you they are not officers of Wyndham?
 

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What tells you they are not officers of Wyndham?

The corporate officer is an individual who is responsible for a business's day-to-day operations. Corporate officers are high-level management executives hired by the business's owner or board of directors. Examples include the organization's chief executive officer (CEO), chief financial officer (CFO), treasurer, president, vice president, and secretary. Officers can also be shareholders and directors but don't necessarily have to be. They have the authority to act on behalf of the corporation, including contract authority. A corporation can have any number of officers and an individual can hold any number of offices. In fact, in small corporations, the same person may hold every office. For a public company, corporate officers are listed in the corporation's public filings made with the SEC. Those filings may also list the names of the officers of the public company's wholly-owned subsidiaries, but not always. Evidence that a person is an officer of a non-public corporation normally is in the form of a resolution of that company's Board of Directors naming that person as an officer.
 

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Aloha Folks.

Just a quick point of clarification:

Bylaws Article 3.12 provides: "Directors may be removed by the members at any regular or special meeting, with or without cause"

Members refers to the owners, not other Board members.
 
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What tells you they are not officers of Wyndham?

Their bios as well as talking to them. If you're an officer of a company (e.g., CEO, Vice-President, etc., that's on your business card and you introduce yourself as such).
 
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Thank you for the correction!! Sort of important, eh?
 
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Thanks for the correction.
 

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So you are certain that she is not an Assistant Secretary or Assistant Treasurer?

ARTICLE IV
OFFICERS
Section 1. General . The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, President, a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.
 

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3.12 Removal of Directors - Can be done without cause by vote of the Directors. A Director who is going to be removed has the right to speak to the Board before the action is ultimately taken.
So you are certain that she is not an Assistant Secretary or Assistant Treasurer?

ARTICLE IV
OFFICERS
Section 1. General . The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, President, a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

From what I’ve been able to ascertain, Wyndam Destinations, Inc. (formerly Wyndham Worldwide Corporation) is the public company that trades on the NYSE as WYND. This entity has over 200 wholly-owned subsidiaries, one of which is Wyndham Vacation Ownership, Inc. That entity, in turn, has several wholly-owned subsidiaries including:
Wyndham Vacation Resorts Inc.(which has the registered trademark for “Club Wyndham”);
Pahio Vacation Ownership, Inc.; and
Pahio Resorts, Inc.

Of those entities, it is my understanding that only Pahio Vacation Ownership, Inc. actually is a deeded owner (or member) of any KBV timeshare units. According to Hawaii public records, the following are the only corporate officers of that entity:

BROWN, MICHAEL D. President Jul 1, 2017
WARING,MICHAEL F. Vice President Jul 1, 2016
OSA,JORGE DE LA Secretary Jul 1, 2016
LEUENBERGER,JEFFREY R. Treasurer Jul 1, 2016
 

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From what I’ve been able to ascertain, Wyndam Destinations, Inc. (formerly Wyndham Worldwide Corporation) is the public company that trades on the NYSE as WYND. This entity has over 200 wholly-owned subsidiaries, one of which is Wyndham Vacation Ownership, Inc. That entity, in turn, has several wholly-owned subsidiaries including:
Wyndham Vacation Resorts Inc.(which has the registered trademark for “Club Wyndham”);
Pahio Vacation Ownership, Inc.; and
Pahio Resorts, Inc.

Of those entities, it is my understanding that only Pahio Vacation Ownership, Inc. actually is a deeded owner (or member) of any KBV timeshare units. According to Hawaii public records, the following are the only corporate officers of that entity:

BROWN, MICHAEL D. President Jul 1, 2017
WARING,MICHAEL F. Vice President Jul 1, 2016
OSA,JORGE DE LA Secretary Jul 1, 2016
LEUENBERGER,JEFFREY R. Treasurer Jul 1, 2016

Is it your understanding that every corporate officer is required to be listed in the public report and not just the names of the principle officers required by statute?
 

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Is it your understanding that every corporate officer is required to be listed in the public report and not just the names of the principle officers required by statute?
No, but I do believe it is a candidate’s burden to provide sufficient evidence to the IOA Board that he or she is, in fact, a corporate officer and duly authorized by the corporation to run as a candidate, and it is the IOA Board’s fiduciary obligation to require such evidence. Normally, I would expect that evidence to be in the form of a resolution provided by the corporate board of directors to whom the alleged officer candidate reports.
 

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[If I'm reading this correctly, I'm not sure if either Danielle Ramos or former President of the IOA, Linda Kolstad, fit into any of these criteria. As representatives of a corporate interest, Wyndham, neither of them individually owning any property or deeds at KBV, neither are officers of Wyndham.]

So while this statement is presented as fact, at best it is speculative, and quite possibly untrue.
 
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So while this statement is presented as fact, at best it is speculative, and quite possibly untrue.

And I take it that the prospect doesn't even concern you.

Again, I'm not speculating. I have met them. Talked to them.

Eric, do you work for Wyndham or own Wyndham property or stock?
 

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And I take it that the prospect doesn't even concern you.

Again, I'm not speculating. I have met them. Talked to them.

Eric, do you work for Wyndham or own Wyndham property or stock?

I fail to understand how meeting with them or talking with them is proof of anything. In all my years as a corporate officer, I never introduce myself as such. Nor did the title on my business card indicate such.

So, unless you specifically asked them and they specifically said "NO" - then it is just your speculation that they may not be corporate officers, and not fact.

And while I understand your desire to impune my opinion with your inference, let's try to stick to a fact based discussion of the situation at hand. All that matters here is that I am a fellow-owner with a deed in good standing at KBV. Because unless you have asked that question of the many people who disagree with you, I will defer also.
 
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4.05 Secretary - The Secretary shall keep the minutes of the Interval Association and the Board Of Directors. [There are no indications as to what constitutes "minutes", whether only votes are recorded, or the details of the entire meeting are to be recorded and posted. The latter would be immensely helpful to the membership at large.]

For information on minutes for nonprofit boards, this link might be helpful:
http://www.nonprofitlawblog.com/board-meeting-minutes/
 
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I fail to understand how meeting with them or talking with them is proof of anything. In all my years as a corporate officer, I never introduce myself as such. Nor did the title on my business card indicate such.

So, unless you specifically asked them and they specifically said "NO" - then it is just your speculation that they may not be corporate officers, and not fact.

And while I understand your desire to impune my opinion with your inference, let's try to stick to a fact based discussion of the situation at hand. All that matters here is that I am a fellow-owner with a deed in good standing at KBV. Because unless you have asked that question of the many people who disagree with you, I will defer also.

If you reread the passage, I asked a question. And it's a question worth exploring. All you do is undermine anything that might be a challenge to Wyndham. And I notice that you get excited about things that might be in support of Wyndham.

And, Eric, you haven't answered my question, which I have asked twice - Do you either work for Wyndham, own any deeds in a Wyndham property or vacation club, or own shares in Wyndham?

You not answering this question leads me to believe that you have a vested, private interest in Wyndham, and therefore your posts are colored by that.

Jeff
 

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Gee, I don't think I have ever seen any post of Eric's that I would characterize as "excited".
 

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And while I understand your desire to impune my opinion with your inference, let's try to stick to a fact based discussion of the situation at hand. All that matters here is that I am a fellow-owner with a deed in good standing at KBV. Because unless you have asked that question of the many people who disagree with you, I will defer also.

And while you feel "I undermine anything that might be a challenge to Wyndham", I cant help you note that you consistently undermine anyone who disagrees with you by suggesting they have some ulterior motive. This is not just behaviour you have subjected me to, it is behaviour you have consistently displayed both here and in the Yahoo group. It really is not furthering any discussion of the matter at hand.

But to put this matter to rest, I will answer your question. I am not nor have I ever been an employee of Wyndham. My name is Eric Winch, and here is my LinkedIn profile with my entire work history. https://www.linkedin.com/in/eric-winch-8617b77/ I have never worked in the timeshare or hospitality industry. I own no Wyndham stock, and other than a gift card for attending an owner update, I have never received any gratuity or compensation from Wyndham, or any subsidiary of Wyndham.

So having answered the question, I will ask you to stop trying to make this about me. I have no problem with you disagreeing with my posts or opinion. But for this to be a productive conversation between KBV owners on how to better the resort, try focusing on the content of the post and not the poster.
 
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And while you feel "I undermine anything that might be a challenge to Wyndham", I cant help you note that you consistently undermine anyone who disagrees with you by suggesting they have some ulterior motive. This is not just behaviour you have subjected me to, it is behaviour you have consistently displayed both here and in the Yahoo group. It really is not furthering any discussion of the matter at hand.

But to put this matter to rest, I will answer your question, I am not nor have I ever been an employee of Wyndham. My name is Eric Winch, and here is my LinkedIn profile with my entire work history. https://www.linkedin.com/in/eric-winch-8617b77/ I have never worked in the timeshare or hospitality industry. I own no Wyndham stock, and other than a gift card for attending an owner update, I have never received an gratuity or compensation from Wyndham, or any subsidiary of Wyndham.

So having answered the question, I will ask you to stop trying to make this about me. I have no problem with you disagreeing with my posts or opinion. But for this to be a productive conversation between KBV owners on how to better the resort, try focusing on the content of the post and not the poster.

Thank you. But....

One answer you left out, Eric - Do you own any Wyndham timeshare deeds in their properties or Vacation Club?
 

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Thank you. But....

One answer you left out, Eric - Do you own any Wyndham timeshare deeds in their properties or Vacation Club?

As I have posted here a number of times, I am a member of both Club Wyndham and of Worldmark.
 

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And Jeff, are you a member of any Vacation Club associated with Wyndham? For instance RCI Points?

I personally dont see how that matters, but I know transparency is important to you.
 
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Gee, I don't think I have ever seen any post of Eric's that I would characterize as "excited".

From the saveKBV.org thread:

Eric Winch -
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.

When we uncover Wyndham wrongdoing, Eric's response is either to defend Wyndham or gloss over it. When someone points out something to Wyndham's favor, we get 'Great point.'

In the couple of years I have been on this forum, I can't remember Eric EVER saying anything complimentary or favorable about the work many of us have been doing for almost a decade, including Karen Blackford, Trish Harrington, myself, Ross Tilton, and others. We have had lively discussions with members such as Charles Mark Twardzicki, who might point out something that we need to address. But he never comes across as undermining for the sake of undermining. He is appreciative of what we have done well, and acknowledged us for the good work we have done.

Jeff
 

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Again... I will politely ask that you focus on the content of my posts, and stop with posts about the poster.
 
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And Jeff, are you a member of any Vacation Club associated with Wyndham? For instance RCI Points?

That Wyndham purchased RCI is irrelevant. In fact, it underscores my independence. And Wyndham's vampiric attempts to take over the timeshare industry is well known. You don't seem to want to acknowledge it.

And since Wyndham took over RCI, there have been complaints of RCI taking the best traded in property weeks and instead of putting them into the timeshare bank for everyone to have access to, they use them either as high end rentals, or as offers to businesses for trade, keeping the inventory out of what RCI members have access to

And you haven't answered the question as to whether you own any Wyndham deeds in Wyndham properties or their Vacation Club. Y'see, if you did, you'd have reason to want to see Wyndham take over KBV. They'd essentially displace independent KBV owners, and the latter would have fewer options with regard to using the property.

For the rest of you, are you familiar with major owner issues at The Manhattan Club, where the developers oversold inventory by 300%, and raised maintenance fees by the same (They're now running about $2500/wk after starting about $800). There are current lawsuits occurring by the owners, but what is the worth of a deed there now if an owner of an individual unit tries to sell? Owners complain about not being able to get in to use their weeks. They are forced to pay their exhorbitant maintenance fees. Or are they to merely abandon the deed they paid many tens of thousands of dollars each for?

Folks, if you're still supporting Wyndham here at KBV, your head might be in the sand over what they are and what they have tried to do to KBV.

Jeff
 

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And you haven't answered the question as to whether you own any Wyndham deeds in Wyndham properties or their Vacation Club. Y'see, if you did, you'd have reason to want to see Wyndham take over KBV. They'd essentially displace independent KBV owners, and the latter would have fewer options with regard to using the property.

Folks, if you're still supporting Wyndham here at KBV, your head might be in the sand over what they are and what they have tried to do to KBV.

Jeff

Jeff - apparently reading is not your strong suit, because I answered directly that I am a member of Club Wyndham. As are many other KBV owners. A fact I have posted about in this forum many times.

So help me understand how Wyndham can displace independent KBV owners, leaving the latter with fewer options in regard to using the property. Our rights to use the property are outlined in our deeds. How can Wyndham deprive us of those rights?

And why does disagreeing with your opinion make someone a Wyndham supporter? Why is your thinking so binary? Is there not room in your worldview for moderates and those who recognize that Wyndham already owns 20% of the resort.
 
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