IMPORTANT: Kauai Beach Villas December Special Election

[DeniseM]

If you support an independent OWNER CONTROLLED board of directors - please assign your proxy to Brian Reichel - NOT to Larry Warner (a Wyndham [co-conspirator.])

• Wyndham's objective is to own a controlling interest at Kauai Beach Villas by acquiring delinquent deeds through a sweetheart deal with the current board.

• The current board is made up of Wyndham employees and Wyndham [co-conspirators] - who were put in place by a rigged election.

• If Wyndham acquires the majority of the deeds - we will never get rid of them, because they will have control of both the resort and the board, and they will manage it to benefit Wyndham's stock holders - not owners.

• We have one chance to stop Wyndham by VOTING THEM OUT in the December special election - before they can acquire a controlling interest in the resort.

• Assigning your proxy to Brian Reichel means that you are voting to recall the current board and voting for independent KBV owners to replace them.

• Assigning your proxy to Larry Warner means that you are voting to give Wyndham permanent control of Kauai Beach Villas.

• How do you get your proxy for Brian Reichel? - Go to: https://savekbv.org

*I have revised the word "tool" to "co-conspirator," because someone thought I was calling the board members "penises" and reported the post.

 

[T-Dot-Traveller]

Don’t vote for Tool Man Larry

******

bump / Denise is likely still sleeping - west coast time .
and it is 9am in the east - so I am bumping for any KBV owners who are reading TUG
and not out shopping on black Friday.

If DeniseM says someone is a tool / and it is important for owners to vote .

IT IS IMPORTANT

 

[ecwinch]

I am not here to tell anyone how to vote. Everyone should vote based on their understanding and belief on which group offers the best path forward for KBV. And on one-side we have a clear plan for a path forward - one that relieves the resort of the burden of defaulting owners. On the other side we have a group of former BoD members, who never were able to agree on a plan foward - despite many of them having long tenures on the BoD. Why - because any plan required resources that were not easily obtained by KBV and required the support of Wyndham.

Because no matter how this election goes - at the conclusion Wyndham will still own 20%+ of the intervals at KBV.

So at best we will end up with a BoD that is empowered to fund serious litigation against Wyndham - out of the resources of the resort. Because that is really what this is about IMHO.

Sorry - I did not purchase at KBV to become a legal defense fund for a crusade against Wyndham. Over on WM side, the class action against Wyndham cost millions of dollars. Any lawsuit against Wyndham will be a long and costly battle. I strongly suspect that is what many lawyers have told the leaders of SaveKBV.org, and is why things are headed in this direction.

Like I said in the other thread...... only hope the patient survives the operation.

 

[DeniseM]

Because no matter how this election goes - at the conclusion Wyndham will still own 20%+ of the intervals at KBV.

• No one is questioning what they own now, but if the Wyndham controlled board is not recalled with this special election, they will be able to persue a controlling interest of over 50% of the deeds - their stated goal, and then Wyndham will have control of the resort forever.

Sorry - I did not purchase at KBV to become a legal defense fund for a crusade against Wyndham.

• This is not a lawsuit - it's a special election, which is a legal process to recall the current Wyndham controlled board. It costs owners nothing to assign their proxy to Brian Reichel.

 

[ecwinch]

• No one is questioning what they own now, but if the Wyndham controlled board is not recalled with this special election, they will be able to persue a controlling interest of over 50% of the deeds - their stated goal, and then Wyndham will have control of the resort forever.


• This is not a lawsuit - it's a special election, which is a legal process to recall the current Wyndham controlled board. It costs owners nothing to assign their proxy to Brian Reichel.

Denise - can you explain to me how this election would prevent Wyndham increasing their interest at KBV without litigation?

As I understand the communication from the KBV BoD - the foreclosure agreement between KBV and Wyndham has already been executed. So without bringing suit to invalidate that agreement, how does this election prevent Wyndham from gaining the rather large inventory of units already in default?

And while it is true it costs nothing for an owner to assign their proxy, to say that the consequences of that assignment will not cost an owner anything is not true. I just think people need to fully informed on what the plan is if a SaveKBV.org BOD is seated. And on that front, very little has been discussed. Seems like it is a request to ask owners to vote based on "hope".

 

[DeniseM]

This is what I can tell you: Unless we recall the current board, there will be nothing to stop Wyndham from acquiring a permanent controlling interest in the resort.

As far as all of the long-term ramifications - I don't know, and neither do you.

I'm out - my first post speaks for itself.

 

[ecwinch]

This exchange really typifies the problem at KBV IMHO. People acting based on emotional arguments and feelings, rather than an objective analysis of the facts.

Emotions are a good servant, but a poor master.

 

[T-Dot-Traveller]

JUST VOTE- if you are a KBV owner .

not voting is rarely the best choice .

 

[T-Dot-Traveller]

Bump for Sat Nov 30 viewing

 

[T-Dot-Traveller]

and again -2pm

 

[T-Dot-Traveller]

Sunday Bump. / up to 248 views

 

[DeniseM]

If you haven't submitted your proxy yet, you can still do so online at: https://savekbv.org

 

[ecwinch]

As the drama continues - email from GPR regarding the special election:

December 7, 2019

Dear Kauai Beach Villas Owner,

Grand Pacific Resorts (GPR), the Plan Manager for Kauai Beach Villas (KBV), is writing in regard to the Special Meeting of the Members of KBV, currently set for Wednesday December 18, 2019 at 1:00 pm PST at the Hilton Oakland Airport.

After GPR received the petition and notice for the Special Meeting, which was requested by 610 KBV homeowners, the Board of Directors of KBV demanded that GPR cancel the meeting. GPR’s position is that it does not control the owners and thus GPR cannot unilaterally cancel the meeting, just as GPR cannot unilaterally call a special meeting. GPR is addressing this with full transparency and disclosure to the owners regarding communication as it unfolds.

Nonetheless, the Board has demanded that GPR send a retraction of the notice of the meeting for several reasons:

• the Board takes the position that it should be calling any meeting;
• under the Bylaws, only the Board can select the location of a meeting;
• the Association did not receive signatures that complied with Chapter 414D, Hawaii Revised Statutes;
• the petition is not valid as the “signatures” cannot be independently verified;
• the Board will set a special meeting if properly requested;
• if properly requested, any special meeting will be managed by a third party; and
• the Board believes that any voting should be verified by a third-party.

On the afternoon of December 6, 2019, the KBV Board filed a lawsuit against GPR and others seeking a declaratory judgment from the court, among other relief, that:

1. The Association is entitled to a judgment and order herein declaring that, among other things:

(a) GPR had a duty to follow Hawaii law and the Association Bylaws when noticing a Special Meeting of the Members;
(b) For an immediate injunction preventing GPR from noticing or conducting any meeting of the Association owners in a location not selected by the Board;
(c) GPR violated HRS § 414D-102 and section 2.03 of the Association Bylaws when it sent the Special Meeting Notice to Association Members;
(d) GPR breached section 3.1(2) of the Management Agreement;
(e) Based on this failure, the Special Meeting Notice was improper, and therefore, null and void;
(f) GPR must issue a retraction of the Special Meeting Notice at its own cost; and
(g) GPR must reimburse the Association for all costs incurred in noticing the Special Meeting.

In addition, the Board seeks, in addition to other relief, an injunction from the court:

• For an immediate injunction preventing GPR from conducting a Special Meeting on December 18, 2019, in Oakland, California;
• For an immediate injunction preventing GPR from noticing or conducting any meeting of the Association owners in a location not selected by the Board;
• For an immediate injunction preventing GPR from noticing or conducting any special meeting of the Association owners unless a neutral third party certifies that the petition is supported by signatures of at least 5% of Association ownership;

As you would expect, GPR will address the Complaint as due.

In the meantime, as you may know, GPR is transitioning out of KBV as the managing agent, and Wyndham will be the managing agent as of January 1, 2020. Thus, in the contractual role of a managing agent, GPR is not in a position to comment on the validity or non-validity of the meeting and we hope this matter gets resolved in the future to the satisfaction of all parties.


Aloha,

Nigel Lobo
Chief Operating Officer

 

[DeniseM]

In simplest terms: Wyndham is going all out to cancel the OWNER'S special election, because they are afraid that resort OWNERS are going to recall Wyndham and their lackeys on Dec. 18th. That seems honest - right?

 

[ecwinch]

Just as honest as the management company exceeding their authority and scheduling the special meeting without the approval of the BoD. Clearly GPR is taking sides in this battle and has for some time, which only demonstrates that they need to go.

 

[DeniseM]

Right? Because if Wyndham says so, it must be true!

 

[ecwinch]

No, because that is what the By-Laws of the IOA clearly state.

Holding a special meeting requires the IOA to properly notice all the members and offer them the right to assign their proxy on the matter at hand. Which requires the expenditure of IOA funds to conduct and hold the meeting.

Following your logic, 5% of the members could decide they want to hold a special election every other week at the location of their choosing. How would that work?

 

[DeniseM]

Eric, first of all - you are not an attorney, (nor am I) so this is just your opinion.

Obviously, the owner's group and GPR do have real attorneys and they disagree with your opinion, and Wyndham.

Following your logic, a big corporate entity could come in and rig the election at a small resort, and take over the board, and then owners would have no recourse, after the rigged election. Which is exactly what happened.

Folks - this is most likely our last chance to wrestle OUR board and OUR resort away from Wyndham, so be sure you submit you proxy at savekbv.org, ASAP.

 

[ecwinch]

Certainly, it is my opinion. Because after all, this is the internet and pretty much everything is a personal opinion. And even as our resident attorney has opined, he is not a member of the Bar in Hawaii and can only offer his personal opinion on these matters.

But as the GPR letter clearly outlines, a lawsuit has been filed against GPR for their actions in this case. I am guessing that the lawsuit was filed by "real" attorneys licensed in the State of Hawaii. So would note that the IOA lawyers - apparently after reading the by-laws - had the same opinion I did:

under the Bylaws, only the Board can select the location of a meeting;

And yes, you are correct that GPR certainly has "real" attorneys, as does the BoD. Attorney's that we are paying for in one way or another.

ps. And while I am not an attorney, I am familiar with the concept of "acting in bad faith". For instance when someone has entered into an agreement and seeks to undermine that agreement by their actions. Like if a corporation entered into an agreement regarding their termination, and then acted in bad faith to undermine the BoD.

 

[DeniseM]

My last comment for today: This last week, I have called over 100 KBV owners, and not a single one said that they wanted Wyndham to return as the management company - NOT ONE.

I'm out

 

[ecwinch]

That must be what it is like in an echo chamber...

 

[sue1947]

I am not an owner here, but can tell you from my experience as a Worldmark owner that Denise is absolutely spot on. Wyndham will pack the Board with their lackeys and all decisions will be made with Wyndham's bottom line as the primary driver. Fees will go up; even one's you haven't even thought of yet and service will go down.
In addition, I have also watched as Eric has consistently defended Wyndham's decisions and can be counted on to counter any criticism directed at them. That echo chamber he mentions is the one he is operating in.

My two cents.

 

[ecwinch]

In other words... the largest shareholder controls the corporation. Anyone who owns stocks understand that is the natural order of things.

As someone who owns a membership in Worldmark, or a week at KBV, I really only want one thing - to enjoy a quality vacation at a reasonable cost. In that regard - yes I am guilty - because I find the Wyndham/Worldmark products to be a good fit for what I am looking for.

But I dont have this pollynana perspective that I - based on my minuscule ownership - am going to dictate to the largest shareholder or management how the corporation should operate. I understand that the corporation has a diverse set of members - spread throughout the country - people with different priorities and expectations. That they have to manage the system for the greatest number of owners over the long term. And what I expect is for the corporation to balance all those requirements in such a fashion that results in me attaining what I expected when I became an owner - a quality vacation at a reasonable cost.

What is funny in this dialog - particularly in the context Sue has expanded the conversation to - is that the numbers clearly demonstrate that Wyndham does a good job operating the system. This whole concept of "we are the owners - they should do what we want" is comical. Because there is no "we". And nowhere is it more apparent than over on the Worldmark side. As was documented in the Wixon class action lawsuit, there are people who paint Wyndham in the most negative light possible, but then turn around and acquire more ownership so they can enjoy more of the very product they are complaining about. How does that stand to reason if Wyndham is doing such a horrible job delivering the "product"?

Here at KBV, the situation is different, but has a similar theme. KBV is and has been in a tough situation. During the recession, the resort was shielded from the worst of the impact of defaulting owners due to the foreclosure agreement with Wyndham. That is the benefit of having a strong corporate partner interested in the long-term viability of the resort, and not motivated by the commission they make off more and more defaulting weeks fueling their rental operations.

In that regard I find the SaveKBV.org effort to be misguided and naive. They have no plan for the long-term, and for the past two years have actively worked to drive Wyndham away. They are not thinking of the entire ownership when they do so - they are thinking only of themselves and what they want. For instance - are they thinking about the significant portion of owners who have assigned their week to Club Wyndham in exchange for points? NO. In fact their leaders frequently paint those owners as the "enemy" and directly work to silence anyone who does not agree with them.

That is not a community that is inclusive of all the members at KBV. So how can you say you are "saving KBV" when you have dismissed a sizable portion of the owners at that resort?

 

[magmue]

Holding a special meeting requires the IOA to properly notice all the members and offer them the right to assign their proxy on the matter at hand.

KBV owners were notified by the IOA/BOD. I got the "statement from your Board of Directors" email on November 25 - I'm thinking we all did.
The BOD took the extra step of asking Jack Goodstein (jacknsara) to post a copy here in this forum. That was the letter asking KBV owners to assign their proxy to Larry Warner, BOD president. I have to wonder why Larry Warner didn't post it himself - he did join Tug back in April during the election campaign as Larry Nuke, although he made only one post, asking owners to "to reelect me to the board if you like what I have been doing on your behalf. If you assign your proxy to me I will vote consistent with my performance the past two years on the BOD." I remember because, at the time I asked him specifically whether he supported renewing Grand Pacific or returning to Wyndham. (sound of crickets)
So we were offered "the right to assign ...proxy on the matter at hand". If they considered the special meeting to be illegitimate, why were they trying to compete for proxy votes? I'm guessing Larry "Nuke" Warner hasn't gotten many proxy assignments from KBV owners who think the new BOD is representing their interests - and the resort's - by re-hiring Wyndham.

 

[ecwinch]

KBV owners were notified by the IOA/BOD. I got the "statement from your Board of Directors" email on November 25 - I'm thinking we all did.
The BOD took the extra step of asking Jack Goodstein (jacknsara) to post a copy here in this forum. That was the letter asking KBV owners to assign their proxy to Larry Warner, BOD president. I have to wonder why Larry Warner didn't post it himself - he did join Tug back in April during the election campaign as Larry Nuke, although he made only one post, asking owners to "to reelect me to the board if you like what I have been doing on your behalf. If you assign your proxy to me I will vote consistent with my performance the past two years on the BOD." I remember because, at the time I asked him specifically whether he supported renewing Grand Pacific or returning to Wyndham. (sound of crickets)
So we were offered "the right to assign ...proxy on the matter at hand". If they considered the special meeting to be illegitimate, why were they trying to compete for proxy votes? I'm guessing Larry "Nuke" Warner hasn't gotten many proxy assignments from KBV owners who think the new BOD is representing their interests - and the resort's - by re-hiring Wyndham.

You might think that. But a proper notice has the time, location, and purpose of the meeting. Because under our by-laws, in a special meeting we can only consider the items outlined in the notice.

To date, I do not believe we have received a proper legal notice, and only a request for a proxy for the meeting (if one were to occur).

If a meeting takes place without following the appropriate procedures from our by-laws (as augmented by Hawaiian Code) - then it is illegal and not binding on the association.