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Concerns about appropriateness of some annual meeting arrangements

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NEWS ALERT: Larry Warner has hired, using our money, a new attorney for the owners meeting as well as, get this, a security guard for the meeting. At OUR expense! And he has done this without IOA board approval!

Why would he hire these people? Why would he feel he needs to hire a security guard? And why didn't he seek board approval to do so?

Larry Warner needs to be voted out from the board. Now! If you have been on the fence, or have previously voted for him, I urge you to cast your vote again. At the very least, do not vote for Larry Warner. In order to concentrate our voting power, I suggest voting for Trish Harrington and Brian Reichel. A new vote will supercede your previous vote, so this is permissable.

Jeff
 

ecwinch

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Given your propensity for twisting facts... some independent verification is necessary.

Or is this like incumbent Lou Colombo voting to keep you off the ballot last year.... another false allegation you made right before the election.
 
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Pathways

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NEWS ALERT: Larry Warner has hired, using our money, a new attorney for the owners meeting as well as, get this, a security guard for the meeting. At OUR expense! And he has done this without IOA board approval!

Why would he hire these people? Why would he feel he needs to hire a security guard? And why didn't he seek board approval to do so?

Larry Warner needs to be voted out from the board. Now! If you have been on the fence, or have previously voted for him, I urge you to cast your vote again. At the very least, do not vote for Larry Warner. In order to concentrate our voting power, I suggest voting for Trish Harrington and Brian Reichel. A new vote will supercede your previous vote, so this is permissable.

Jeff

This is truly sad. A forum like TUG with such a (mostly) classy group of poster's who use great pains to avoid personal attacks has stooped to this. This ongoing 'naming of names' and confrontational threads is soooo out of line.

I just hope any prospective purchaser of a timeshare week at this property finds this thread and RUNS!!

Imagine, after reading the posts here, who would EVER think there might be a disruption or the need for security?
 
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This is truly sad. A forum like TUG with such a (mostly) classy group of poster's who use great pains to avoid personal attacks has stooped to this. This ongoing 'naming of names' and confrontational threads is soooo out of line.

I just hope any prospective purchaser of a timeshare week at this property finds this thread and RUNS!!

Imagine, after reading the posts here, who would EVER think there might be a disruption or the need for security?

Unfortunately, this is true. You can contact board members as well as Clinton Owen, our GM to confirm. Yes, it's very sad.

The stuff that Karen and I have put out about Wyndham has all been verified as well. Facts are there. Refusing to believe them is not something we can help you with.

We're trying to save the resort from being completely overtaken by Wyndham. They have attempted to do this at other resorts. Those are documented. Again, if you're predisposed to believe anything negative about Wyndham, that's unfortunate, but I can't help you there.
 
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By the way, it would be helpful if everyone here who might be a little bit concerned about this to contact to not merely believe me, but to contact our General Manager, Clinton Owen (cowen@gpresorts), as well as members of the board itself to A), confirm this, and B) express your outrage if you're as outraged as I am (or perturbed or peeved or irritated).
 
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Agreed. However, that certainly describes to a 'T' a frequent poster in this forum

Pathways, I'm sorry, but that's an ignorant thing to say. You have turned off any chance of you seeing facts in front of you. Eric Winch, himself, seems to be a climate science denier. You can't do anything about the ignorant if they're predisposed. What have YOU done? Karen and I and many others (INCLUDING YOUR OWN IOA BOARD, which firmly ended Wyndham Management's contract over stuff that they were doing!). There's SO much news out there that you can read for yourself on this subject. If you continue to just to say "Nyuh uh!", then that speaks volumes about you. I feel bad. You're making it personal. As Michael Corleone said in The Godfather, "It's not personal, Sonny. It's strictly business." There are two companies out there in the timeshare resort world that are notorious for doing what a number of us have seen here with Wyndham, and that's Wyndham and Diamond.

So I'm going to continue to help put out the news and fight the good fight. If you talk to other board members as well as Clinton Owen and they confirm the issue in this thread, and you still don't believe it, then you're just willfully ignorant. I'm sorry, but the majority of independent owners are on my side. So for god's sake, do your own research, or just stop undermining the good work that many of us are doing to save this resort as an independent, non-profit body.
 

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Pathways, I'm sorry, but that's an ignorant thing to say. You have turned off any chance of you seeing facts in front of you. Eric Winch, himself, seems to be a climate science denier. You can't do anything about the ignorant if they're predisposed. What have YOU done? Karen and I and many others (INCLUDING YOUR OWN IOA BOARD, which firmly ended Wyndham Management's contract over stuff that they were doing!). There's SO much news out there that you can read for yourself on this subject. If you continue to just to say "Nyuh uh!", then that speaks volumes about you. I feel bad. You're making it personal. As Michael Corleone said in The Godfather, "It's not personal, Sonny. It's strictly business." There are two companies out there in the timeshare resort world that are notorious for doing what a number of us have seen here with Wyndham, and that's Wyndham and Diamond.

So I'm going to continue to help put out the news and fight the good fight. If you talk to other board members as well as Clinton Owen and they confirm the issue in this thread, and you still don't believe it, then you're just willfully ignorant. I'm sorry, but the majority of independent owners are on my side. So for god's sake, do your own research, or just stop undermining the good work that many of us are doing to save this resort as an independent, non-profit body.

I thought we determined that name calling was against the forum rules when you called me ignorant for disagreeing with you. Is this forum the Wild West board now?
 

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Btw it’s not uncommon to employ security at an annual meeting that is expected to be contentious. It’s also not uncommon to have legal counsel present at meetings where there are expected to be legal challenges. The association is the client, not the individual board member.
 

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Dovetailing into the previous post, the only issue here is if the report is true and that Larry Warner acted unilaterally and without the proper authority of BoD.

Jeff - by his own admission - was disruptive at the last annual meeting, and in posts here on TUG has advocated others take similar action.

So the hiring of security guard to ensure that the meeting is conducted following Roberts Rules of Order (as outlined in HRS 514B) is only prudent given those calls to be disruptive.

(d) All association meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised. If so provided in the declaration or bylaws, meetings may be conducted by any means that allow participation by all unit owners in any deliberation or discussion.
 

jacknsara

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I thought we determined that name calling was against the forum rules when you called me ignorant for disagreeing with you. Is this forum the Wild West board now?
I agree that Jeff is exceeding forum rules; I do not wish it to be the wild west.
I do read this forum more than once daily, but the rate today is beyond me.
FWIW, I do have moderator privileges for this forum only.
Jeff - either you stop ad hominem attacks and derogatory name calling or I will have to start redacting some of your posts. If other people call you derogatory names, bring it to my attention. Do not perpetuate the cycle.
Jack
 

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This is truly sad. A forum like TUG with such a (mostly) classy group of poster's who use great pains to avoid personal attacks has stooped to this. This ongoing 'naming of names' and confrontational threads is soooo out of line.

I just hope any prospective purchaser of a timeshare week at this property finds this thread and RUNS!!

Imagine, after reading the posts here, who would EVER think there might be a disruption or the need for security?

Jeff,
Please reread this Pathways' post (and others like it scattered among several thread) as many times as it takes for you to realize that your negativity is counterproductive to your goal of keeping KBV independent of Wyndham. The most informed potential buyers of KBV resales will have access to your rants for the indefinite future (i.e. as long as TUG maintains its forum). No matter how much improvement occurs on site and with the visitor experience at KBV, your negativism here will be a permanent potential turn off to attracting new buyers. If we don't get new individual owners, who do you think will pay the bills as the current ownership ages and exits?
You have your own yahoo group at which you are free to rant as you please at the couple of hundred or so owners who have signed up.
Please conduct yourself according to the forum rules: https://www.tugbbs.com/forums/index.php?help/terms when you participate in TUG.
We share a goal regarding KBV. Please act like it when you are here.
Jack
 
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Dovetailing into the previous post, the only issue here is if the report is true and that Larry Warner acted unilaterally and without the proper authority of BoD.

Jeff - by his own admission - was disruptive at the last annual meeting, and in posts here on TUG has advocated others take similar action.

So the hiring of security guard to ensure that the meeting is conducted following Roberts Rules of Order (as outlined in HRS 514B) is only prudent given those calls to be disruptive.

(d) All association meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised. If so provided in the declaration or bylaws, meetings may be conducted by any means that allow participation by all unit owners in any deliberation or discussion.

Yes, Eric, the main issue is acting unilaterally, and this matter was brought to my attention. I didn't dig it up. I have talked to a half-dozen people about this, a few who are closer to the board than I am, who have corroborated this issue.

Regarding my being disruptive? Okay, guilty. But it was SO important to do, and as a result, there were some VERY angry owners at the meeting who were appalled at finding out certain information such as Dani Ramos and Linda Kolstad working for Wyndham and not owning any KBV deeds themselves. None of that was posted in Linda's bio, who was up for re-election. And that NO questions regarding Wyndham were allowed, nor any followups. That didn't go over well. We owners are not kept people, needing to neutered.

Yes, this is a private enterprise, so Free Speech does not apply here. Yet transparency is of the utmost importance.

And I'll give you an example of why this is the case -

One of the resorts at which I own is The Harborside Inn on Martha's Vineyard in Edgartown, MA. Ever since I have owned (and before that), it has been self-managed. We hire an individual manager who hires the rest of the staff. We have members overlooking the economics of the resort. We have a board that works well together. One of them even personally buys the dishware and appliances for the group kitchen (The resort has a different setup than most timeshares in that the rooms were converted from being a hotel, so they're just a simple room w/private bath, and the restaurant area was converted to a very large kitchen with about 8 kitchen stations.).

Anyway, one summer about 3 years ago, one of the two newly elected Directors of the Board sent out a sort of pants-on-fire email broadcast to all the owners that the President of the board had agreed to terms with an outside management company to take over the management of the resort. The old time members of the board weren't happy about this broadcast email, as you might imagine, but it was quite alarming. You can also imagine the response that email got.

At the next annual meeting, which was in December, over 100 angry owners showed up (typically, there's about 30 placid ones). They were fit to be tied. The President of the board backpedaled so hard she practically figuratively wiped out. She told us that she NEVER was planning on signing that contract or engaging an outside management company without consulting with the owners at large. She was planning to put out an email herself. The 2 new members disputed that and both said that the agreement with the management company back in the summer was practically a done deal. As a result of how the owners showed up to that meeting, we still remain self-managed.

So, in hindsight, what do you think would have been appropriate as a response at that meeting? Sic some security guards on the owners?

When I started the disruption at last years's meeting, I merely disregarded the rule regarding no followups. With no followups (and questions had to be pre-submitted via a card), anyone can obfuscate an answer and the question doesn't get answered. You've seen the drill in congressional hearings and whatnot.

When others got angry about other concerns that were either not being honestly addressed, or the feeling that they were merely being essentially slimed, several owners got angry. Did it ever rise to physicality, to physical assaults or anything? No, of course not. But voices were raised, at times. Is a security guard really needed for that?

The meeting was adjourned, and then those of us who were irritated about the lack of transparency by the Wyndham employees on the board, as well as how the meeting was handled in general, did we come up to the table and start asking specific questions about Wyndham's participation. By then, many were already out the door to the pool party where prizes were going to be drawn from numbered tickets. Great (though I won a 2 night stay at a Grand Pacific property.).

It's really offensive, frankly. How would you have felt, when Wyndham was trying to keep an agreement from being made between KBV and the hotel next door regarding our use of the pools next door, if they stationed armed guards around the pools in order to keep order, to keep KBV owners from using them? (We can thank Grand Pacific, by the way, for negotiating the use of the pools. When you see Clinton Owen, you should give him a big kiss for that.).

We, as owners, have a right to get the information we seek and honest answers. We deserve transparency. Docility at meetings does not trump that, particularly if honest information isn't on the agenda.


Jeff
 

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. . . Yes, this is a private enterprise, so Free Speech does not apply here. Yet transparency is of the utmost importance.
. . . . several owners got angry. Did it ever rise to physicality, to physical assaults or anything? No, of course not. But voices were raised, at times. Is a security guard really needed for that? . . . . We, as owners, have a right to get the information we seek and honest answers. We deserve transparency. Docility at meetings does not trump that, particularly if honest information isn't on the agenda.
Jeff
Actually, free speech does apply here (on TUG) as it relates to all KBV issues. TUG forums do have civility requirements and restrictions on commercial (including timeshare for rent or sale listings), religious and political posts. In the KBV board of directors discussions about having this KBV Public Square forum, the first amendment right of freedom of speech was specifically recognized. Whether you recognize it or not, no one is denying you that here.
I agree the anger at last years annual meeting did not manifest itself physically. FWIW, it is my understanding that there is no marginal cost to the association for the "security" presence.
It should be no secret that KBV, its IOA and the board face many challenges. Some board discussions are best kept within the board. The resolution of some issues would be helped by efficient bi-directional owner to board communication.
The final sentence of https://www.tugbbs.com/forums/index...ahio-at-kauai-beach-villas-kbv-exists.282380/ states:
While providing infrastructure for KBV committees was a major motivation for starting this KBV Forum, it is hoped that owners can connect with each other in pursuit of their common interests in KBV without the formality of a committee.
The linked thread https://www.tugbbs.com/forums/index...n-about-why-this-forum-for-kbv-exists.282381/ which is open for all Tuggers to post to contains the following paragraph:
I am hopeful that KBV owners and all other interested TUG participants (Tuggers) make good use of this forum. Besides providing communication infrastructure for committees yet to be started, this forum can be used to develop a greater sense of shared community among owners far and wide. There is also an opportunity for more engagement in governance including but not limited to elections for board of directors.

If enough owners participate in this KBV Public Square, all board members will be able to have a better sense of what owners are thinking without having to cope with the challenge of individual emails and conversations with dozens or hundreds or thousands of individual owners.

Jack
 

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We, as owners, have a right to get the information we seek and honest answers. We deserve transparency. Docility at meetings does not trump that, particularly if honest information isn't on the agenda.


Jeff - it is interesting that while crying out for transparency, fairness, and freedom of speech, you have no problem with booting people out of the yahoo group if they disagree with you. And in my case, not even for disagreeing with you in that group. And not once, but twice.

Apparently docility is not a concern when you want it.

Snip20190507_17.png
 
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while we have granted the KBV board the ability to moderate this forum as they see fit without interference or "hand holding" by regular TUG moderators...that agreement did involve everyone following the be courteous rule.

everyone here is an adult and is expected to act like one.
 

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FWIW, it is my understanding that there is no marginal cost to the association for the "security" presence.

Jack - is Larry currently the Acting President of the IOA BoD since Linda's resignation?

Also, is there a job description for the BoD President - one that describes their duties/responsibilities and the other members of the Executive Committee (President, VP, Secretary, Treasurer)?

Also, is Clinton Owen present during the Executive Sessions of BoD meetings? [And is it appropriate for GPX management to be providing information on BoD activity outside of official BoD communication channels?]
 
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jacknsara

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Jack - is Larry currently the Acting President of the IOA BoD since Linda's resignation?

Also, is there a job description for the BoD President - one that describes their duties/responsibilities and the other members of the Executive Committee (President, VP, Secretary, Treasurer)?

Also, is Clinton Owen present during the Executive Sessions of BoD meetings? And is it appropriate for GPX management to be providing information on BoD activity outside of official BoD communication channels?
I'm getting ready to sign off for the day and am not finding the draft minutes from the meeting where Linda Kolstad, former president of the KBV IOA, resigned from the board. Given that this is timely, I am going to answer this from memory rather than delay until I find the draft minutes. I may revise or delete this if I am materially in error.
Upon the resignation of Linda Kolstad, former KBV board president, there were four directors. After some discussion, Charles Twardzicki, was selected to fill the remainder of Linda's term. Charles was not present. BTW - the meeting was convened with waiver of notice at the early conclusion of a regularly scheduled Ownership Transitions meeting which all board members and some GP management regular dial into.
With four board members present after Linda's resignation, there were two nominations for president. The vote was 2 - 2. No decision. Larry Warner was and remains Vice President.
per bylaws
4.04. Vice-President. In the absence of the President, the Vice-President shall perform his duties, and, in the absence of both President and Vice-President, the Secretary or Treasurer shall preside and assume the duties of the President.

I'm going to skip the job description question for now.

No one other than board members (and potentially the association lawyer but that has not happened during my limited tenure) are present executive session.

There appear to be too many nuances to the way you worded the question about GP management providing information for a direct answer.
It is an interesting question, though, and I'd rather explore it in the coming weeks and get back to you with guidance that all involved agree on.
Board meetings (except executive session) are open to all members to listen / observe but not participate. I do not currently see why information shared at such a meeting would be treated as confidential or proprietary. However, I do not recall some of the assertions being shared on TUG as having ever been shared in an open board meeting.
Goodnight
 

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Board meetings (except executive session) are open to all members to listen / observe but not participate.

§514B-125 Board meetings. (a) All meetings of the board, other than executive sessions, shall be open to all members of the association, and association members who are not on the board shall be permitted to participate in any deliberation or discussion, other than executive sessions, pursuant to owner participation rules adopted by the board.
 

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Larry Warner needs to be voted out from the board.

§514B-106 Board; powers and duties.
(f) At any regular or special meeting of the association, any member of the board may be removed and successors shall be elected for the remainder of the term to fill the vacancies thus created. The removal and replacement shall be by a vote of a majority of the unit owners and, otherwise, in accordance with all applicable requirements and procedures in the bylaws for the removal and replacement of directors and, if removal and replacement is to occur at a special meeting, section 514B-121(b).

Bylaws 3.12 Removal of Directors
Directors may be removed by the members at any regular or special meeting, with or without cause. At any meeting called for such purpose, the Director shall be given an opportunity to be heard prior to any vote being made. A Director will be removed if a majority of the members present to vote do so. At the same meeting, the members shall elect a replacement Director who shall serve the balance of the unexpired term of the Director that was removed.
 

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Also, is there a job description for the BoD President - one that describes their duties/responsibilities and the other members of the Executive Committee (President, VP, Secretary, Treasurer)?

Bylaw 4.03 President
The President shall preside at all meetings of the Interval Association and of the Board of Directors. The President shall have the duties and powers described in these Bylaws and also general management duties but shall be subject to the control of the Board. The President shall be an "ex-officio" member of all Committees.

Bylaw 4.04 Vice-President
In the absence of the President, the Vice-President shall perform his duties, and, in the absence of both President and Vice-President, the Secretary or Treasurer shall preside and assume the duties of President.

Bylaw 4.05 Secretary
The Secretary shall keep the minutes of all meetings of the Interval Association and of the Board of Directors; and shall, if requested, read such minutes at the beginning of each meeting for approval; and shall mail out all notices for meetings of the Interval Association or the Board of Directors. The Secretary shall prepare and file the annual statement for the Interval Association required by Section 514B-11, Hawaii Revised Statutes. All duties of the Secretary may be delegated to the Plan Manager.

Bylaw 4.06 Treasurer
The Treasurer shall have charge of all moneys of the Interval Association. He shall deposit all receipts in the name of the Interval Association in a bank or banks approved by the Board of Directors, and disburse funds as ordered or authorized by the Board of Directors; provided that the day to day processing of receipts and disbursements and other duties may be delegated to the Plan Manager. He shall keep regular accounts of the moneys and give an itemized statement at regular meetings of the Interval Association.
 

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Also, is Clinton Owen present during the Executive Sessions of BoD meetings? [And is it appropriate for GPX management to be providing information on BoD activity outside of official BoD communication channels?]

Perhaps the question should be, "Is the BoD using executive session appropriately?"

§514B-125 Board meetings.
(c) The board, by majority vote, may adjourn a meeting and reconvene in executive session to discuss and vote upon matters:
(1) Concerning personnel;
(2) Concerning litigation in which the association is or may become involved;
(3) Necessary to protect the attorney-client privilege of the association; or
(4) Necessary to protect the interests of the association while negotiating contracts,
leases, and other commercial transactions.
The general nature of any business to be considered in executive session shall first be announced in open session.

It appears that, unless information from Board meetings falls within one of these 4 categories, executive session cannot legally be used to withhold information from owners or circumvent the owners' statutory right to participate in Board meetings, and such information is NOT confidential.

On a related note and in furtherance of Board transparency, it would be helpful for the Board to be posting minutes on the KBV community website in a timely fashion.

[§514B-126] Board meetings; minutes.
(a) Minutes of meetings of the board shall include the recorded vote of each board member on all motions except motions voted on in executive session.
(b) Minutes of meetings of the board shall be approved no later than the second succeeding regular meeting.
(c) Minutes of all meetings of the board shall be available within seven calendar days after approval, and unapproved final drafts of the minutes of a meeting shall be available within thirty days after the meeting; provided that the minutes of any executive session may be withheld if their publication would defeat the lawful purpose of the executive session.
 

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PAHIO at Kauai Beach Villas
[And is it appropriate for GPX management to be providing information on BoD activity outside of official BoD communication channels?]

The Plan Manager has a fiduciary obligation to the Association to ensure that the Association is being managed in accordance with Hawaii law and the IOA governing documents. If the Plan Manager has information that a Board member may be in breach of his or her fiduciary obligations as an Officer or Director, I would argue that the Manager absolutely has not only the right, but the legal obligation, to bring that possible breach to the attention of owners. Otherwise, the Plan Manager risks potential liability to the owners for failing to fulfill its fiduciary duty, and the Manager could be construed as aiding and abetting, or conspiring with, the Officer or Director breach of duty.
 

bjreichel

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PAHIO at Kauai Beach Villas
Larry Warner has hired, using our money, a new attorney for the owners meeting

Declaration Article V, Section 7(c) Accounting and Legal Counsel
The Board may appoint and retain an accountant or accounting firm and/or legal counsel or counsels on retainer at the costs and expenses of the Interval Association to assist in the administration and management of the Interval Association and Board.

Jeff, as long as the attorney was hired to represent the Interval Association and Board through appropriate Board action, what exactly is the issue?
 

ecwinch

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The Plan Manager has a fiduciary obligation to the Association to ensure that the Association is being managed in accordance with Hawaii law and the IOA governing documents. If the Plan Manager has information that a Board member may be in breach of his or her fiduciary obligations as an Officer or Director, I would argue that the Manager absolutely has not only the right, but the legal obligation, to bring that possible breach to the attention of owners. Otherwise, the Plan Manager risks potential liability to the owners for failing to fulfill its fiduciary duty, and the Manager could be construed as aiding and abetting, or conspiring with, the Officer or Director breach of duty.

Brian.... I am going to disagree, primarily on the basis that the Plan Manager is subject to control of the BoD, and the proper channel would be to report that action to the BoD.

As Jack noted, the Plan Manager is not privy to all the deliberations of the BoD, and cannot be expected to know each and every authority for action that has been delegated to individual Directors and Officers of the BoD. If they suspect a BoD member of exceeding their authority, they should make that report to the BoD.
 
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