alive and kicking
ARUBA OCEAN CLUB CONCERNED OWNERS
November 10, 2010
Dear Aruba Ocean Club Board of Directors:
After waiting, since June, for a response from you to our several offers previously made to resolve our legal action seeking the ability to contact all Aruba Ocean Club Owners and put an end to the waste of funds by the Aruba Ocean Club Board (the Board hereafter) and the Marriott Vacation Club International Division of Marriott (MVCI or Marriott, hereafter), I finally received your response. It is clear, from that response, that the Board and Marriott continue to act in bad faith and are seeking to mislead the Owners by continuing to make incomplete, erroneous, or false statements as to the facts involved and the clear intent of the Aruba Ocean Club (AOC) Concerned Owners. Your offer to include our web site address in a limited number of newsletters with the requirement that the Concerned Owners stop all other attempts to contact owners is not reasonable, adequate, or sufficient without your clearly informing the owners about and acknowledging the truth about all of the facts as well as providing owners the ability to contact each other on a regular basis outside the Board's and MVCI's control.
Your lack of good faith is clearly demonstrated by the following:
1. Your refusal to acknowledge that the action to seek transparency is being taken not by myself but on behalf of over 1000 Aruba Ocean Club Owners and the web site,
www.aocconcernedowners.com, is theirs with contributions from various owners and is not my personal web site. The effort to seek transparency or openness is to keep the Owners duly informed of relevant matters at the Ocean Club and to avoid misrepresentations or the promulgation of misinformation either deliberately or through nondisclosure. For example: What transparency to Owners has the Board shown when, within the past few weeks, Owners have complained about roof leaks into their 6th floor villa's, after spending millions of dollars on repairs of the roof, the majority coming from charges to owners, the defective condition may still not to be rectified and, as you may recall, this atrocious condition is what caused the formation of the Concerned Owners Group;
2. Your refusal to acknowledge that your statements to Owners that the Aruba Court required you to call for a special meeting of Owners for a By Law change was not true. Rather, you chose to spend over $58,000.00 of Owners' funds in mailing costs to promote a proposed By Law change which was drafted by the Board and MVCI in a format designed to mislead Owners and was not what the Concerned Owners or the Aruba Court had ever requested therefore rendering the entire process a total waste of Owners funds;
3. Your refusal to acknowledge that your statement sent to owners stating that the Concerned Owners were seeking Owner contact information which would be made available to the public and could be used for telemarketing purposes was misleading and not true (and is hypocritical in light of the release and continued use - intentional or not - of AOC Owner contact information by MVCI for sales purposes);
4. Your refusal to acknowledge to AOC Owners the truth of the proposed By Law change ballot question and the true mathematical nature and importance of the vote. The Board has misleadingly stated that, "... the Board reconfirmed that, by an overwhelming vote of 87%, Owners made it clear to the Board that they did not want their personal information made public to anyone including a fellow Ocean Club owner..." The By Law amendment, as written by the Board and Marriott, was one that even concerned Owners would have voted against. It did not present to the Owners the Concerned Owners' intent and the response did not represent a majority of the Owners, less than 40% of all the Owners voted on the issue and 87% of 40% is less then 35% of the Owners (which is not a majority);
5. Your refusal to inform the owners of how the allegedly over $189,000.00 was spent to defend against the Concerned Owners. You should explain why, upon review of just a small portions of the invoices by a Concerned Owner, legal bills were found, all with no details, including an invoice for over $36,000.00 to send your attorney to meet with Marriott officials in Orlando; invoice # 06685 for $21,548.00 - attention Board member Steve Richards for 72 emails and phone calls to Board members; invoice #06796 for $3,097.00 for 32 emails and 3 telephone calls; invoice # 07120 for $2,496.00 for 11 emails; and invoice 06888 for $3,848.00 for 29 emails. These invoices total approximately $66,989.00! In the interest of transparency, we respectfully DEMAND production of the 144 emails that cost us over $30,000.00 or, on average about $215.20 per email of Owner funds. Also, there was an invoice for $3,848.00 for undocumented translations, yet when Owners asked for any court documents to be translated the Board stated that none were available. Every owner should ask themselves, why is the Board and MVCI spending Owner funds to prevent Owner to Owner contact - what are they afraid of and who are they protecting?;
6. Your refusal to initiate and inform the Owners why you have not provided a forum for Owner to Owner uncensored contact on your web site,
www.arubaoceanclub.com, and your refusal to allow for the annual meeting to be recorded or broadcast as requested by Owners so that all Owners can better participate or observe the proceeding;
7. Your refusal to inform the owners that you have continued spending legal fees after we had agreed to try to work out issues without incurring further legal fees;
8. Your refusal to stop the continued harassment by MVCI staff against Concerned Owners who have the right to disseminate Concerned Owner information cards at the Ocean Club and your refusal to acknowledge or explain how it is that Corey Guest, our GM, who stated at the annual meeting that he did not have contact with Aruba Today newspaper which removed the Concerned Owners advertisement informing all Owners of their web site,
www.aocconcernedowner.com, subsequently stated to a Judge in Court that he did have such contact;
9. Your refusal to allow owner proxies to be counted as votes in elections by apparently going along with MVCI's change to the proxy form for only AOC Owners without your approval in violation of the Bylaws. Marriott's action and your acceptance of adding the word "NOT", in allowing for proxy votes only for items "not" on the agenda has not been used by Marriott in this precise form to our knowledge in its 25 year history at any of its 53 other resorts. Why was the proxy word changed and why is Marriott spending thousands of dollars to hire a parliamentarian to conduct our meetings? We sincerely believe that the entire last annual meeting was conducted illegally and all actions taken since are invalid because of the tactics undertaken by the Board and MVCI and we request an impartial review, especially since even after being questioned by an Owner proxy expert, MVCI's own legal counsel raised questions about the process used. Note that if the concerned owners had prevailed without Marriott's votes - we would now most likely have a majority on the Board - three new Board members who would replace the current members and truly represent the views of owners and not MVCI. Why is Marriott fighting to keep the current Board members? Since the Board controls the nomination process the opportunities for new voices are difficult unless we have the ability to inform all owners of the issues; and
10. Your refusal to seek recovery of what could be estimated to be millions of dollars of lost revenue and reimbursement for owner paid repair and maintenance costs for a building whose defective condition may not have been fully disclosed to all owners at the time of sale.
During the past 18 months our numbers have continued to grow while the Board and MVCI continue to try to block our every move. The tactics of the MVCI Division of Marriott endorsed by the Board that have been forced upon the AOC owners have been shocking. From lost revenue to the manipulation of the proxy forms and control of Owner meetings, Owners should question what has caused the building infrastructure deterioration earlier than the standard life expectancy by normal building standards which has forced owners to pay an excessive amount, millions of dollars in the repair and maintenance of our facility? All this has caused a growing loss of trust and confidence and continue to beg the question as to what representations did Marriott give when they sold us our villa's and what information could MVCI and the Board be afraid of owners finding out about now?
I look forward to your response and request that you share this letter to all owners by the same methods (handout to all guests upon check-in and the newsletter) that you have disseminated your accusations and insinuations regarding the Concerned owners. We will share this response at the Aruba Ocean Club also.
Allan S. Cohen,
