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Legacy Owners - Does MVW have reps on your property's HOA boards?

rcdcowner557

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I am curious as to how many properties are controlled by MVW-dominated boards. It is impossible for the HOA Board to oversee the Management Company when the HOA Board is controlled by the Management Company. Does anyone else on here view that as a problem?

Here is what is going on at our property: The property is the Ritz Carlton Club in San Francisco, which MVW has referred to as the crown jewel of its MVC Trust portfolio. We (the "True Owners" as they call us) started asking questions and were advised by outside counsel that the assessments were inconsistent with our governing documents.

MVW's reaction? Despite all the years of their saying they defer to what the "True Owners" want, when we started asking questions, they stacked our board so that now three out of our five board members take direction from MVW.

The MVW reps on our board know nothing about our property, but took control and just yesterday passed a budget against advice of counsel. They are daring us to sue them. They know that it is not really worth our time to sue them, but I am incredibly troubled about how they are treating the MVC points members who pay the vast majority of the operating expenses of the entire property.

To elaborate, MVW is using the money of the MVC members to provide Ritz brand standards to the whole owners in our building so that MVW can keep the lucrative management contract. The MVC members have no insight into the misuse of their money because MVW blocks oversight at every turn. The MVC TOA Board is supposed to be acting in the best interests of the MVC points members, but instead is self-dealing by spending the MVC members' money to pay themselves for services they provide to third parties (the whole owners at 690 Market Street).

Imagine if I were a fiduciary for your money and I ran a steak restaurant. How would you feel about my spending your money to serve a host of third parties steak every day in my restaurant at a great profit? How would you feel about my doing this without even telling you or giving you any mechanism to learn about what I am doing? That is what is happening with the money MVC members entrust to MVW at 690 Market Street. The MVC points members are paying for wine, valet parking, concierges and porters that cater to the whole owners every whim. We tried to shut it down, but were steamrolled by a stacked board. I now leave it to you, MVC members, to do something about or not.
 

echino

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I am curious as to how many properties are controlled by MVW-dominated boards.

In the US, approximately 100%.
 

dioxide45

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How many of the resorts have MVW employees on them? I am not sure. Last I looked at Grande Vista, none of the board members were MVW employees. I know that isn't true for many of the resorts in California.
 

rcdcowner557

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How many of the resorts have MVW employees on them? I am not sure. Last I looked at Grande Vista, none of the board members were MVW employees. I know that isn't true for many of the resorts in California.
They have two individuals they employ as professional board members who are not MVW employees per se, but they are not elected and sit on the MVC TOA Board at the pleasure of MVW. They are paid "a stipend" in an undisclosed amount for their service. They travel around the country on MVW's dime to attend board meetings at multiple resorts, ostensibly to represent the MVC members, while actually representing the interests of MVW when the interests of MVW conflict with those of the MVC members. These were the two, along with an MVW employee, who they put on our board. They shut down every attempt to oversee the MVW as a management company, culminating in the passage of the budget yesterday against advice of counsel. The whole owners are doing a jig as they were sure that MVW would throw the MVC members under the bus and spend their money to keep the wine flowing for the whole owners so that MVW can keep the contract. The whole owners refuse to pay for the Ritz amenities, but they are delighted to avail themselves of them if MVW is donating them. MVW is happy to donate them because MVW does not pay the bills; it just collects the revenues. The MVC members pay the bills. Great business plan except it requires MVC TOA Board members to breach their fiduciary duty to MVC Trust Owners. They seem wholly untrained in this realm and are clearly not concerned.
 

rcdcowner557

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They have two individuals they employ as professional board members who are not MVW employees per se, but they are not elected and sit on the MVC TOA Board at the pleasure of MVW. They are paid "a stipend" in an undisclosed amount for their service. They travel around the country on MVW's dime to attend board meetings at multiple resorts, ostensibly to represent the MVC members, while actually representing the interests of MVW when the interests of MVW conflict with those of the MVC members. These were the two, along with an MVW employee, who they put on our board. They shut down every attempt to oversee the MVW as a management company, culminating in the passage of the budget yesterday against advice of counsel. The whole owners are doing a jig as they were sure that MVW would throw the MVC members under the bus and spend their money to keep the wine flowing for the whole owners so that MVW can keep the contract. The whole owners refuse to pay for the Ritz amenities, but they are delighted to avail themselves of them if MVW is donating them. MVW is happy to donate them because MVW does not pay the bills; it just collects the revenues. The MVC members pay the bills. Great business plan except it requires MVC TOA Board members to breach their fiduciary duty to MVC Trust Owners. They seem wholly untrained in this realm and are clearly not concerned.
Actually, they probably fly them around on the MVC members' dime rather than on their own. I don't have any insight into what the Trust budget looks like, but it would be interesting to know how much money they spend on board meetings. I imagine the MVC TOA Board enjoys quite a bit of food and travel at the members' expense, adding insult to injury.
 

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I am curious as to how many properties are controlled by MVW-dominated boards. It is impossible for the HOA Board to oversee the Management Company when the HOA Board is controlled by the Management Company. Does anyone else on here view that as a problem?
Outside of the US, MVW also owns significant portions of inventory at resorts and has associated voting rights. Where MVW related individuals are not allowed on owner boards, MVW can still cast their vote in blocks and influence who is elected. This would not be an issue if active owner voters chose to cast their vote. Often individual owners either choose not to vote, leaving it to MVW to decide or are disconnected from the process.

While people express themselves to be uncomfortable with the closeness of the relationship between board members and the management company, that does not often get to the level of being a majority or even a significant minority of owners, who are prepared to act to address it.

There have been circumstances at specific resorts, where a significant disagreement between the board and management company has arisen and those are usually discussed somewhere on TUG. From speaking with board members, it is also clear that, board members do scrutinise the management company and redirect them on a near continuous basis.

In your case there are more complexities than for my ownerships. I do see line items for board member expenses in the maint fee budgets. MVW are free to choose whatever appropriate means of looking after their ownership interests. If you have information that their practices are disadvantaging individual owners, then do pursue it. Frankly, to me, the disgusting lies that sales tell people to buy what they don't need is a far bigger issue for current owners.
 

rcdcowner557

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Outside of the US, MVW also owns significant portions of inventory at resorts and has associated voting rights. Where MVW related individuals are not allowed on owner boards, MVW can still cast their vote in blocks and influence who is elected. This would not be an issue if active owner voters chose to cast their vote. Often individual owners either choose not to vote, leaving it to MVW to decide or are disconnected from the process.

While people express themselves to be uncomfortable with the closeness of the relationship between board members and the management company, that does not often get to the level of being a majority or even a significant minority of owners, who are prepared to act to address it.

There have been circumstances at specific resorts, where a significant disagreement between the board and management company has arisen and those are usually discussed somewhere on TUG. From speaking with board members, it is also clear that, board members do scrutinise the management company and redirect them on a near continuous basis.

In your case there are more complexities than for my ownerships. I do see line items for board member expenses in the maint fee budgets. MVW are free to choose whatever appropriate means of looking after their ownership interests. If you have information that their practices are disadvantaging individual owners, then do pursue it. Frankly, to me, the disgusting lies that sales tell people to buy what they don't need is a far bigger issue for current owners.
The thing is, MVW does not own the Trust, so MVW is not looking after its ownership interest; they are supposed to be looking after YOUR ownership interest. Instead of looking after the ownership interest of the owners (the MVC members who pay the bills), they are looking after their own interests whenever those conflict with the interests of the MVC members. Note that I am not an MVC member, but rather a legacy owner. None of this affects me in any real way; it is just incredibly disturbing to watch, which is why I am blowing the whistle. However, if none of the MVC members cares, then our property will delightfully continue to enjoy amazing infrastructure and service on your dime. Seriously, you should check out the remodel of all the units that you guys paid for. Marble everywhere with insanely beautiful designer furniture. The dining room tables alone are works of art.
 

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The thing is, MVW does not own the Trust, so MVW is not looking after its ownership interest; they are supposed to be looking after YOUR ownership interest. Instead of looking after the ownership interest of the owners (the MVC members who pay the bills), they are looking after their own interests whenever those conflict with the interests of the MVC members. Note that I am not an MVC member, but rather a legacy owner. None of this affects me in any real way; it is just incredibly disturbing to watch, which is why I am blowing the whistle. However, if none of the MVC members cares, then our property will delightfully continue to enjoy amazing infrastructure and service on your dime. Seriously, you should check out the remodel of all the units that you guys paid for. Marble everywhere with insanely beautiful designer furniture. The dining room tables alone are works of art.
Outside of the US, MVW owns significant portions of inventory, they also own some US inventory and Trust points so do have a stake in those. The MVC Land Trust, that the Trust points are underpinned by, can only hold US inventory. Look into the construction of the land trust and you'll see that MVW does have a good deal of ability to influence what happens with the Trust, and individual Trust point owners don't get anything like the level of visibility of influence over the resorts that are held in the Trust. Its difficult to see how a points system underpinned by deeds across multiple resorts could function any other way.

I have no expectation of MVW, or anyone else, looking after my ownership interest, that's my job! Trust me, I haven't paid for any of the remodel that you refer to....

Your concerns relate to a specific resort and unique situation, that is not representative of the wider system. Your whistle blowing may have more relevance to the owners of the resort that you are concerned about.
 

pedro47

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Have your HOA shared all this information in writing with all the owners?
 

rcdcowner557

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Have your HOA shared all this information in writing with all the owners?
Not in writing, but it has been discussed extensively at our open board meetings. The few of us who are left all have relatively deep pockets. Our damages are approximately $6K per year on average per interest. That amount is not sufficient to motivate me personally to take legal action, and while I can't speak for the other individual owners, knowing who they are, I cannot imagine it will motivate them either. Also, there aren't enough of us to form a class for a class action. The real wrong is the wrong that is being done to the beneficial owners of the Trust, but if they don't care, then it's all good.
 

dioxide45

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Not in writing, but it has been discussed extensively at our open board meetings. The few of us who are left all have relatively deep pockets. Our damages are approximately $6K per year on average per interest. That amount is not sufficient to motivate me personally to take legal action, and while I can't speak for the other individual owners, knowing who they are, I cannot imagine it will motivate them either. Also, there aren't enough of us to form a class for a class action. The real wrong is the wrong that is being done to the beneficial owners of the Trust, but if they don't care, then it's all good.
How many individual fractional owners are there at RCC San Fransisco? I understand it was mostly converted to trust points. Are whole ownership owners responsible for their own interior renovations, thus the HOA doesn't need to withhold reserves to cover those renovations?
 

rcdcowner557

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I think there are only 15 of us left. We are not responsible for our own interior renovations, but rather they are done to Ritz brand standards (which are quite lovely). As noted, marble everywhere and designer furniture. There is good reason they refer to our property as the crown jewel of the MVC Trust Portfolio.
 

dioxide45

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I think there are only 15 of us left. We are not responsible for our own interior renovations, but rather they are done to Ritz brand standards (which are quite lovely). As noted, marble everywhere and designer furniture. There is good reason they refer to our property as the crown jewel of the MVC Trust Portfolio.
I was asking if the whole owners were responsible for their own renovations. Or does MVW do those to brand standards also? Is there a rental program for whole owners to rent their unit out through Marriott? Thus they still see a lot of transient guests?
 

rcdcowner557

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I was asking if the whole owners were responsible for their own renovations. Or does MVW do those to brand standards also? Is there a rental program for whole owners to rent their unit out through Marriott? Thus they still see a lot of transient guests?
Oh, no the whole owners are responsible for their own interiors. Common areas and fractionally owned units are all to Ritz brand standards.
 

LeslieDet

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The thing is, MVW does not own the Trust, so MVW is not looking after its ownership interest; they are supposed to be looking after YOUR ownership interest. Instead of looking after the ownership interest of the owners (the MVC members who pay the bills), they are looking after their own interests whenever those conflict with the interests of the MVC members.
When you are referring to the "Trust", I'm just trying to confirm that you are specifically referring to the point based trust created in 2010 when Marriott Inc. created a point based timeshare system in accordance with Florida timeshare law? Again, trying to confirm that you are referring to the trust which was part of the business operations spun off in 2011 when Marriott Vacations Worldwide, Inc. was created? As an aside, I've never heard the SF RC referred to as the "crown jewel of the MVC Trust", but that doesn't matter for purposes of my comment.

Just FYI - in 2010, MORI (Marriott Ownership Resorts, Inc., the timeshare development entity of what was then Marriott Inc. and referred to as “Developer”) established the Trust and the Vacation Club Point system. In very basic terms, the then-unsold timeshare inventory from all USA locations was transferred to the Trust by MORI, and Points were created. All Trust owned components are managed by the MVC Trust Owners Association, Inc., and the Association is managed by MRHC (Marriott Resorts Hospitality Corp.). Within the Offering Statement, the Developer, MORI, retained unfettered discretion to basically do whatever it wants with the Trust operations, including adding components. The BOD of the MVC Trust Owners Association is controlled by MRHC, per the terms of the offering statement and creation of the Trust.

So, the MVC Trust was legally structured such that the business decisions are always controlled by the Association by its manager. Those of us who own MVC Trust Points (or Beneficial Interests) do not vote for the BOD, and do not have any input into the business operations of the Trust. So, yes, IMHO the BOD of the MVC Trust (which is controlled by MRHC and serves at its pleasure), do indeed vote for what presumably they determine to be in the best interests of the Trust Association, not the BI owners.

Last year, I did a deep dive into the documents and discussed my frustrations about the Trust in a FB group I run because the Component Interests in the Trust increased dramatically with a lot of crappy units, along with the MFs. So, I pulled out the original sales documents (which are probably catalogued somewhere on TUG). The offering memoranda for the Trust does indeed contain all of the wording leaving everything up to the discretion of the Developer. You'll find wording like: "Developer will attempt to further the best interests of the Beneficiaries as a whole with respect to the Beneficiaries’ opportunity to use and enjoy all of the benefits of the Trust Plan....” Basically, the Developer has unfettered discretion to do whatever it wants so long as it "furthers the best interests of the Beneficiaries...with respect to [their] opportunity to use and enjoy...". Meaning, it is pretty damn vague and I highly doubt anyone could ever establish a breach of fiduciary duty with that standard.

I am aware of the folks you are referring to the "professional board members". I've actually spoken with one of them to ask him how it was he became a board member. He mentioned he is a long time owner who served on various BODs over the years for properties where he owned and he was approached by MRHC to sit on the Association BOD. (Note that none of the Association BOD members are elected by the Beneficial Owners of the Trust.) I do not know him personally, I'm simply noting that the Trust Association documents allow for MRHC to control everything, including who sits on the MVC Trust Owners Association.

As to your specific property, if the MVC Trust Owners Association has been able to secure the votes to control the BOD for SF-RCC, then that would imply the deeded "legacy" owners either are not voting, are giving away their proxies to MVC Trust Association, or the MVC Trust has acquired a sizable quantity of components since the Trust was first established in 2010. The last offering statement I reviewed reflects that as of May 2015, the MVC Trust only owned 11 Units - defined as "A total of 132 individual timeshare (fractional) interests have been contributed to the Trust which is the equivalent of 11 units (12 timeshare interests per unit with each timeshare interest having 3 weeks of Allocated Time)..." As I don't know anything about your specific location, I have no idea how many total timeshare interests there were in 2015, or how the Trust ownership there has changed since then.
 

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The real wrong is the wrong that is being done to the beneficial owners of the Trust, but if they don't care, then it's all good.
I will comfortably state that it isn't that the BI owners do not care, it is that the T&C as detailed in the offering memorandum each and every MVC Trust Point owner signed at time of purchase place control for everything in basically the unfettered discretion of MRHC, the manager of the MVC Trust Owners Association.
 

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When you are referring to the "Trust", I'm just trying to confirm that you are specifically referring to the point based trust created in 2010 when Marriott Inc. created a point based timeshare system in accordance with Florida timeshare law? Again, trying to confirm that you are referring to the trust which was part of the business operations spun off in 2011 when Marriott Vacations Worldwide, Inc. was created? As an aside, I've never heard the SF RC referred to as the "crown jewel of the MVC Trust", but that doesn't matter for purposes of my comment.

Just FYI - in 2010, MORI (Marriott Ownership Resorts, Inc., the timeshare development entity of what was then Marriott Inc. and referred to as “Developer”) established the Trust and the Vacation Club Point system. In very basic terms, the then-unsold timeshare inventory from all USA locations was transferred to the Trust by MORI, and Points were created. All Trust owned components are managed by the MVC Trust Owners Association, Inc., and the Association is managed by MRHC (Marriott Resorts Hospitality Corp.). Within the Offering Statement, the Developer, MORI, retained unfettered discretion to basically do whatever it wants with the Trust operations, including adding components. The BOD of the MVC Trust Owners Association is controlled by MRHC, per the terms of the offering statement and creation of the Trust.

So, the MVC Trust was legally structured such that the business decisions are always controlled by the Association by its manager. Those of us who own MVC Trust Points (or Beneficial Interests) do not vote for the BOD, and do not have any input into the business operations of the Trust. So, yes, IMHO the BOD of the MVC Trust (which is controlled by MRHC and serves at its pleasure), do indeed vote for what presumably they determine to be in the best interests of the Trust Association, not the BI owners.

Last year, I did a deep dive into the documents and discussed my frustrations about the Trust in a FB group I run because the Component Interests in the Trust increased dramatically with a lot of crappy units, along with the MFs. So, I pulled out the original sales documents (which are probably catalogued somewhere on TUG). The offering memoranda for the Trust does indeed contain all of the wording leaving everything up to the discretion of the Developer. You'll find wording like: "Developer will attempt to further the best interests of the Beneficiaries as a whole with respect to the Beneficiaries’ opportunity to use and enjoy all of the benefits of the Trust Plan....” Basically, the Developer has unfettered discretion to do whatever it wants so long as it "furthers the best interests of the Beneficiaries...with respect to [their] opportunity to use and enjoy...". Meaning, it is pretty damn vague and I highly doubt anyone could ever establish a breach of fiduciary duty with that standard.

I am aware of the folks you are referring to the "professional board members". I've actually spoken with one of them to ask him how it was he became a board member. He mentioned he is a long time owner who served on various BODs over the years for properties where he owned and he was approached by MRHC to sit on the Association BOD. (Note that none of the Association BOD members are elected by the Beneficial Owners of the Trust.) I do not know him personally, I'm simply noting that the Trust Association documents allow for MRHC to control everything, including who sits on the MVC Trust Owners Association.

As to your specific property, if the MVC Trust Owners Association has been able to secure the votes to control the BOD for SF-RCC, then that would imply the deeded "legacy" owners either are not voting, are giving away their proxies to MVC Trust Association, or the MVC Trust has acquired a sizable quantity of components since the Trust was first established in 2010. The last offering statement I reviewed reflects that as of May 2015, the MVC Trust only owned 11 Units - defined as "A total of 132 individual timeshare (fractional) interests have been contributed to the Trust which is the equivalent of 11 units (12 timeshare interests per unit with each timeshare interest having 3 weeks of Allocated Time)..." As I don't know anything about your specific location, I have no idea how many total timeshare interests there were in 2015, or how the Trust ownership there has changed since then.
I would be shocked if anything in any offering plan that ostensibly enabled any board of directors of any trust to place their employer's interests over the interests of the trust beneficiaries was enforceable. The Trust owns over 90% of the interests at our property, which means the Trust pays over 90% of the assessments billed to fractional owners at our property and controls everything. The crime is that the fractional owners are billed for 75% of the labor that provides all the amenities for the entire building (76 wholly owned units and 25 fractionally owned units). The Trust owns something like 270 interests (out of 300) at our property, paying over $20,000 per year for each. We are a "component" site, and I am explaining to you why our specific component site expenses that are paid for by the Trust are so high - there is no oversight to keep MVW from loading our property up with all the bells and whistles that disproportionately serve the whole owners and billing the Trust for those bells and whistles. They bill us too, but again, the amount that is overbilled to me is not material in any way shape or form. But if this is going on across component sites everywhere, then woes to MVC members who pay these inflated costs. When the management fee is a percentage of the component site's budget, all incentives are there for them to load up the component site with unnecessary staff and amenities. Seriously, you should visit our property - when you enter the level of service is obscene.
 

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And the breach of fiduciary duty is pretty clear at our property where the Trust representatives on our BOD ignored advice of outside counsel to pass a budget that does not conform to the governing documents. They agreed to perpetuate allocations that two outside counsel opined were not allowed by our governing documents. They know none of us are going to sue, and they know the beneficiaries have no way of finding out this is going on. Not exactly the stewards I'd want in charge of any Trust of which I was a beneficiary.
 

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But if this is going on across component sites everywhere,
It's been pointed out here several times that this situation is rather unique to RCC. There are only a small handful of RCC properties. Not all of them may even have whole ownership residences. The vast majority of the timeshare resorts under the MVW umbrella are deeded week fractional timeshares and 100% of the units are split into weeks. Thus the "across component sites everywhere" doesn't even apply. It may in fact only be this one property in San Francisco.
 

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I guess I don't get it. You say that the resort provides a steakhouse for all the owners? Really? Most resorts provide a space, rent free, for Marriott to run amenities like restaurants, but they are usually run by third parties and owners definitely do not pay the operating expenses.

I fail to see what interest Marriott has in providing services specifically to non fractional owners. What would be the point? Do you believe the owners do not want amenities and Marriott is inflating its management fee by providing services that no one wants? How do the expenses violate the governing documents? I would assume the expenses are allocated based on either usage or square footage. Since the fractional owners pay more I assume it is based on usage and fractional usage is much more on a monthly basis since the turnover is so much higher. Maybe you believe the usage does not actually represent who uses the services?

You are a fractional owner and don't think the effort is worth your time. Why would a trust owner, who owns a fraction of a fraction of the resort care? It is probably more like $.60 to me vs. $6,000 to you. What do you think can practically be accomplished?
 

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It's been pointed out here several times that this situation is rather unique to RCC. There are only a small handful of RCC properties. Not all of them may even have whole ownership residences. The vast majority of the timeshare resorts under the MVW umbrella are deeded week fractional timeshares and 100% of the units are split into weeks. Thus the "across component sites everywhere" doesn't even apply. It may in fact only be this one property in San Francisco.
Sounds like a relatively victimless crime then. If the $1.5M overcharge to the Trust each year at our property does not bother Trust beneficiaries, then so be it. I was shocked and offended by what I witnessed, but if the victims of the crime don't feel victimized, then it is all good.
 

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Sounds like a relatively victimless crime then. If the $1.5M overcharge to the Trust each year at our property does not bother Trust beneficiaries, then so be it. I was shocked and offended by what I witnessed, but if the victims of the crime don't feel victimized, then it is all good.
Is your property made up of multiple HOAs or does one HOA control both the fractional owners and whole ownership. Generally in these types of situations we would see a master HOA then a separate HOA for whole owners and a third HOA for the fractional owners.
 

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I guess I don't get it. You say that the resort provides a steakhouse for all the owners? Really? Most resorts provide a space, rent free, for Marriott to run amenities like restaurants, but they are usually run by third parties and owners definitely do not pay the operating expenses.

I fail to see what interest Marriott has in providing services specifically to non fractional owners. What would be the point? Do you believe the owners do not want amenities and Marriott is inflating its management fee by providing services that no one wants? How do the expenses violate the governing documents? I would assume the expenses are allocated based on either usage or square footage. Since the fractional owners pay more I assume it is based on usage and fractional usage is much more on a monthly basis since the turnover is so much higher. Maybe you believe the usage does not actually represent who uses the services?

You are a fractional owner and don't think the effort is worth your time. Why would a trust owner, who owns a fraction of a fraction of the resort care? It is probably more like $.60 to me vs. $6,000 to you. What do you think can practically be accomplished?
The steakhouse was an analogy. The interest MVW has it that the management contract for our building is quite lucrative. The whole owners love the amenities, but don't want to pay for them. MVW wants to keep providing them because MVW makes a lot of money off of our building. MVW is providing the amenities to the whole owners at the Trust's expense. This is class action material because while each Trust beneficiary is only damaged in cents, on the aggregate is $1.5M per year. Again, however, if none of you cares, then great! Excellent business model. It sounds like those who have responded are happy to pay MVW whatever they ask with absolutely no check on what they can charge or what they can even charge for. Fascinating, but again, all good from here.
 

bizaro86

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Is your property made up of multiple HOAs or does one HOA control both the fractional owners and whole ownership. Generally in these types of situations we would see a master HOA then a separate HOA for whole owners and a third HOA for the fractional owners.

It sounds like that's the issue to me - the fractional owners/their HOA are paying for a bunch of stuff that all owners are using, but the whole owners aren't being charged for it.

From MVW perspective that makes sense. The whole owners presumably control the management contract for the building, as they'd be the majority. Given the size of investment they'd also be relatively likely to vote. If they felt over-charged they could change managers, costing MVW a fee stream.

But by subsidizing the services on the backs of the fractional owners (mostly trust owners where it's very diluted) they can keep the management contract at no cost to MVW.
 
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