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KBV Owners - check your email for an important letter

DeniseM

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KBV Owners - An important letter was sent to KBV owners this afternoon that clarifies the issues with the BOD, the election, and Wyndham.

-----------------------

It looks like we will not be getting any updates on this situation here on TUG. However, there are other sources of info, that you can access if you wish. These are pro-owner groups - not pro-Wyndham:

Yahoo Group: KBVOwners@yahoogroups.com, which is run by Tugger, Jeff from Salem: click here to contact Jeff

Website: SaveKBV.org - the website hasn't been updated yet, but I think it will be in the future, and they have a newsletter, which is how the recent letter was sent out. There is a "contact us" link on the webpage.
 
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magmue

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Thanks, Denise. It hasn't dropped into my email inbox yet - I'll be on the look out.
 

ecwinch

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Given that I received the email unsolicited, and never requested to be included any mailings from SaveKBV.org, I feel no need to request permission. In the interest of brevity, I will omit the analysis portion and just move to the Demand For Action:

We, the undersigned Members, hereby demand that the Board immediately bring itself into compliance with the governing documents and applicable law, and -Withdraw any Board resolution regarding any change in Plan Manager and refrain from taking or authorizing any further action on behalf of KBVIOA other than that which is absolutely necessary to preserve the status quo until a new election is conducted;

Declare the election results of May 16, 2019, invalid, and call a special meeting of the Association for the purpose of holding a new election utilizing a reconciled, accurate and transparent membership list; and 8 - Pass a resolution authorizing Grand Pacific Resorts to retain independent legal counsel(s) on behalf of the Association to investigate and make recommendations to all Members about: 1. Any possible civil claims or criminal conduct regarding Wyndham Vacation Ownership, Inc. (including any of its subsidiaries, affiliates, agents and employees), and any past or present officer, director, attorney, accountant, employee or agent of KBVIOA; 2. Applicable law and documents governing the formation, administration, operation and management of the Association; and 3. Systems, policies, procedures and best practices for the KBVIOA Board of Directors. This demand and the Association’s response thereto should be published on the “Owners Community” webpage of the KBV website maintained by Grand Pacific.

In the event compliance with this demand is not completed within thirty (30) days of its receipt, the undersigned will have no choice but to bring a derivative class action on behalf of the Association against all persons and entities specified herein.

My only comment is that by signing the request, members are asking for the BoD to properly notice and hold a special meeting. The authority of the BoD to invalidate an election is probably the primary legal question IMHO. One that we hopefully (but unlikely) will not have to pay for the courts to answer.

ps. Given that our by-laws require 25% of the members endorse a petition to call a special meeting, it appears the last paragraph of the Demand is the likely end game. So instead of spending money to make the resort better, we now will be spending money on legal fees.

Snip20190613_28.png
 
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DeniseM

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It doesn't make any sense to post the demand without posting the analysis, but it certainly does slant things toward a certain point of view. However, as a TUG Moderator, I don't think it's appropriate to post any of it here without permission, so I will wait until we have permission to post the analysis.

Sent from my SM-T560NU using Tapatalk
 

ecwinch

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Denise - that analysis is so rife with inaccuracies that I would not post it under any circumstances.

It alleges that the BoD has acted inappropriately for a number of years. One cannot avoid the irony that two of the principals in SaveKBV.org are former BoD members - with one being a former BoD President - during the period that the allegations covered. That should be a fun one for the court to sort out, as those former BoD members would essentially be bringing a derivative action against actions/inaction that occurred during their tenure.
 
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bjreichel

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that analysis is so rife with inaccuracies
Eric-
If you have evidence to support this claim, it would be very helpful if you could share it with me and fellow owners. Feel free to email me any documentation to which you are privy that evidences any such inaccuracies. Otherwise, I would hope you will refrain from making such counterproductive blanket statements regarding a very serious pending legal matter.
 

magmue

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Brian, your email list may be incomplete - I have not received it, and it did not go into my spam folder. A copy was shared with me yesterday by another owner.
 

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I fail to understand how Wyndham is responsible for an “inaccurate membership list” when maintaining that list and administering the elections is the responsibility of Grand Pacific. What am I missing here?

I thought GP was doing a wonderful job so how did they supposedly not even have an accurate list of deeded owners? Seems like a pretty big screw up if true. That alone is a great reason to put the management contract out to bid. Having an accurate list of owners is important for all sorts of reasons, not just elections. Collecting maintenance fees, communicating with membership, etc.
 

DeniseM

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I fail to understand how Wyndham is responsible for an “inaccurate membership list” when maintaining that list and administering the elections is the responsibility of Grand Pacific. What am I missing here?
A careful reading of the analysis reveals that there is allegedly more than one membership list, and that Wyndham and it's cohorts are using their own secret list that is unverified/unapproved.
 

ecwinch

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Eric-
If you have evidence to support this claim, it would be very helpful if you could share it with me and fellow owners. Feel free to email me any documentation to which you are privy that evidences any such inaccuracies. Otherwise, I would hope you will refrain from making such counterproductive blanket statements regarding a very serious pending legal matter.
Brian,

Unless GPR is publishing an inaccurate copy of the by-laws, can you provide the supporting documentation for this claim from the demand letter. As the copy of 2.03 of the bylaws that is available to me, is inconsistent with the verbiage quoted.

-Bylaw 2.03 requires all meetings of the Association to be held at a place “within or without the State of Hawaii that is readily accessible at reasonable cost to the largest possible number of members.” Given that the vast majority of Members live on the mainland, holding the Annual meeting in Hawaii works to the advantage of merely a select few Members and WVO, and is in violation of the Bylaws.

upload_2019-6-13_2-26-41.png
 
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bjreichel

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Brian,

Unless GPR is publishing an inaccurate copy of the by-laws, can you provide the supporting documentation for this claim from the demand letter. As the copy of 2.03 of the bylaws that is available to me, is inconsistent with the verbiage quoted.

-Bylaw 2.03 requires all meetings of the Association to be held at a place “within or without the State of Hawaii that is readily accessible at reasonable cost to the largest possible number of members.” Given that the vast majority of Members live on the mainland, holding the Annual meeting in Hawaii works to the advantage of merely a select few Members and WVO, and is in violation of the Bylaws.

View attachment 12348
Look at Exhibit 1 at the end of the bylaws document which contains the amended provisions.
 

ecwinch

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Mea culpa on that particular issue.

My overlooking the exhibit does cause me with withdraw my previous statement, and in the interest of polite discourse, I will restate it as "that document is so rife with misleading and biased statements, I would not post it under any circumstances."

Case in point is the statement Denise makes above: "and that Wyndham and it's cohorts are using their own secret list that is unverified/unapproved."

For in your demand letter, what you state is that:

Simply stated, the Association is either providing Members with an inaccurate membership list or using a different “secret,” unverifiable list for election purposes.

Now the Association is collectively all of us, governed by the incumbent BoD that conducted that election (Larry W, Trish H, Dani R, Jack G). Which is the central issue with the demand you are making. One of those BoD members (Dani R) is clearly an employee of an largest interval owner at KBV. But the other three BoD members have no past or present affiliation with Wyndham.
 

DeniseM

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Clarification: These are the players in this discussion:

Eric is a KBV owner who converted his timeshares to Wyndham points.

This is who Brian Reichel is:
I have been a KBV owner since 2005. For the past 28 years I've been a commercial litigation attorney in Denver, Colorado, where I've owned and operated my own law firm since 1998. Over the course of my legal career, I've had occasion to defend, as well as sue, officers and directors of corporations. I've also had the experience of arguing a high profile civil rights case before the United States Supreme Court.

I will let you decide who is the most qualified.
 

ecwinch

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I fail to understand how Wyndham is responsible for an “inaccurate membership list” when maintaining that list and administering the elections is the responsibility of Grand Pacific. What am I missing here?

I thought GP was doing a wonderful job so how did they supposedly not even have an accurate list of deeded owners? Seems like a pretty big screw up if true. That alone is a great reason to put the management contract out to bid. Having an accurate list of owners is important for all sorts of reasons, not just elections. Collecting maintenance fees, communicating with membership, etc.
As Brian R notes in his demand letter:

The Association is required by law (HRS 414D-301(c)) to “maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast,” and the Plan Manager is supposed to “keep an accurate and current membership list that includes the names and addresses of association members” (Hawaii DCCA Administrative Rule 16-106-12(g)).

Now later in the demand letter, Brian appears to offer up what will likely be GPR's defense:

Furthermore, the membership list distributed to Members upon request references only the Owner name and address as provided to Grand Pacific upon transition and recorded in the property management system. This list does not indicate if the interval is annual or biannual, or the number of intervals which may be owned by each individual or entity. Curiously, this “secret” list apparently was prepared while PVR was Plan Manager and WVO-affiliated persons controlled the Board.

So in one portion of the letter we are told that the Plan Manager has a statutory duty to keep an accurate and current membership list, and for the past three election cycles (2017, 2018, 2019) GPR has been that Plan Manager. And that during that timeframe the BoD has been operating off this "secret list" reportedly prepared by PVR prior to 2017. Given the obvious fact that the membership list has changed during that period of time - who is maintaining this "secret" list - is it GPR? If so - are they maintaining two membership lists - one provided by GPR to members and the other used for elections? If so - what duty of care is GPR responsible for adhering to when discharging this statutory duty in maintaining these two lists?
 

ecwinch

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Clarification: These are the players in this discussion:

Eric is a KVB owner who converted his timeshares to Wyndham points.

This is who Brian Reichel is:
I have been a KBV owner since 2005. For the past 28 years I've been a commercial litigation attorney in Denver, Colorado, where I've owned and operated my own law firm since 1998. Over the course of my legal career, I've had occasion to defend, as well as sue, officers and directors of corporations. I've also had the experience of arguing a high profile civil rights case before the United States Supreme Court.

I will let you decide who is the most qualified.
Thanks Denise. For the record I do agree that Brian - by virtue of his legal experience - is more qualified to interpret the law if he was unbiased. But unfortunately in today's litigious society, it is far too easy to find a lawyer that is willing to interpret the law in a manner that suits their purpose.

And from my long tenure here on TUG, I know that lawyers are the only parties that make out in legal actions involving timeshare governance. So it should not come as a surprise that we are exactly in the position that Brian speculated we would be in prior to the election:

Perhaps my time would be better served not as a board candidate, but rather leading an owners group class action at this point in time....
Self-fulfilling prophecy?
 

DeniseM

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So you are saying that Brian is biased, but you, as a Wyndham points owner are not?

Don't get me wrong, all KBV owners have a right to their own point of view regarding the management of the resort, but I think it's only fair to put everyone's cards on the table, for people who are following this debate.
 

bjreichel

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Thanks Denise. For the record I do agree that Brian - by virtue of his legal experience - is more qualified to interpret the law if he was unbiased. But unfortunately in today's litigious society, it is far too easy to find a lawyer that is willing to interpret the law in a manner that suits their purpose.

And from my long tenure here on TUG, I know that lawyers are the only parties that make out in legal actions involving timeshare governance. So it should not come as a surprise that we are exactly in the position that Brian speculated we would be in prior to the election:



Self-fulfilling prophecy?
Eric-
I welcome you to do your own research of the facts and law. The only bias I have is for owner rights to be recognized and enforced and to see the IOA run transparently and in accordance with the governing documents and applicable law. I welcome any corrections to my analysis of facts and applicable law, but please DO NOT impugn my character! I have no financial stake in this matter other than to preserve value in my timeshare. I simply want this matter fully investigated and any culpable parties held accountable, whoever they may be! I will no longer be engaging with you or any other members on this forum. If you find it necessary to continue to suggest publicly I’m biased or being misleading, you can expect to be required to account for your actions.
 

ecwinch

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Eric-
I welcome you to do your own research of the facts and law. The only bias I have is for owner rights to be recognized and enforced and to see the IOA run transparently and in accordance with the governing documents and applicable law. I welcome any corrections to my analysis of facts and applicable law, but please DO NOT impugn my character! I have no financial stake in this matter other than to preserve value in my timeshare. I simply want this matter fully investigated and any culpable parties held accountable, whoever they may be! I will no longer be engaging with you or any other members on this forum. If you find it necessary to continue to suggest publicly I’m biased or being misleading, you can expect to be required to account for your actions.
I stand by my factual statement, despite your threat.

As I think the facts are obvious. You are a lawyer. You did speculate that a class action lawsuit might be required. In your letter, you do foreshadow that retention of Hawaii litigation counsel might become necessary.

If your only bias is to see that the IOA be run transparently, then there clearly is a less litigious course of action you could pursue before rushing to establish demand futility to further a derivative lawsuit against the 2018-2019 incumbent BoD. Because I understand it, the concerns you hold were known to you prior to the annual meeting. And as I understand it, you shared some portion of those concerns with at least one incumbent BoD member prior to the meeting.

Which begs the question - did you accept the offer to attend the committee day held prior to the meeting and did you surface those concerns at that time? Based on your statements here, you clearly intended to challenge whoever attempted to vote the intervals held collective by Wyndham. Did you play the lawyer trick of sandbagging in an attempt to invalidate the election results if you found them not to your liking? In the interest of transparent governance, would the Association have been better served if you had produce a demand letter when your concerns first occurred?

And I will not surprised to find that you now want to withdraw from this dialog. Walking away from social media is usually the first thing lawyers tell their clients.
 
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DeniseM

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The thread has been reviewed, and is open again.
 
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DeniseM

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Unfortunately, it looks like we will not be getting any updates on this situation here on TUG. However, there are other sources of info, that you can access if you wish. These are pro-owner groups - not pro-Wyndham:

Yahoo Group: KBVOwners@yahoogroups.com, which is run by Tugger, Jeff from Salem: click here to contact Jeff

Website: SaveKBV.org - the website hasn't been updated yet, but I think it will be in the future, and they have a newsletter, which is how the recent letter was sent out.
 
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Aurelius

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Unfortunately, it looks like we will not be getting any updates on this situation here are TUG. However, there are other sources of info, that you can access if you wish. These are pro-owner groups - not pro-Wyndham:

Yahoo Group: KBVOwners@yahoogroups.com, which is run by Tugger, Jeff from Salem: click here to contact Jeff

Website: SaveKBV.org - the website hasn't been updated yet, but I think it will be in the future, and they have a newsletter, which is how the recent letter was sent out.
Groups set up where any dissenting opinion is immediately banned and open discussion isn't only discouraged but prevented. No thanks. So much for being pro-transparency. If you want to be force fed the opinions of a select few individuals without the ability to hear from other viewpoints, that's a great option. By refusing to discuss this here, this group loses all credibility.
 

DeniseM

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Hi Aurelius - Enjoy your Wyndham points! :wave:
 

ecwinch

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Nothing prevents updates on this situation from being posted here on TUG.

However, I fail to see how any group can claim to be “Pro-Owner” while disenfranchising a sizable portion of that same group. Those of us that have exercised the option to assign our usage rights to a third party (RCI or Wyndham) are no less of a KBV owner than any one else. We pay our dues to help keep the resort solvent just like everyone else. Suggesting we are somehow lesser owners whose opinions can be disregarded is beyond the pale.

Perhaps this could be the forum that Jack originally envisioned if the practice of “labeling” people in such a dogmatic and divisive fashion stopped.
 

DeniseM

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I'm glad you brought up Jack: It was Jack who stated that there has been a hostile take over of KBV by Wyndham at the Election meeting, and then resigned from the BOD in protest. I'm not OK with that, but I understand why you are. Have a great night!
 

magmue

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Yikes!

I just joined the Yahoo group - I am absolutely interested in seeing whether the recent "hostile takeover" can be undone. But it bothers me that KBV owners who debated some of Jeff Bellin's positions here apparently ended up banned from that group - I think it was an overabundance of caution that was almost certainly not necessary.

But at this point, I totally get why the owner's group who is seriously considering legal action against Wyndham is unwilling to lay out verse and chapter here on TUG, which is a public forum, open for anyone to read. There's no good reason to make the job of Wyndham's legal team any easier.

I'd prefer to see KBV owners like Eric and Aurelius pick things apart behind closed doors in the Yahoo group - there's always at least 2 ways to look at something, and it's a good exercise in thinking through gritty details IMO.
 
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