Marriott Aruba Ocean Club Owners Being Ripped Off By Marriott - READ IF AN OWNER

[Luckybee]

It speaks to B votes but I cant find a number in the document.

4.1 through 4.6 covers this...if you dont have it send me a pm and I'll email it to you

 

[Luckybee]

It is called cumulative voting. You get one vote for each open seat on the BoD. So with two positions open, you get two votes. You can either split the vote between two candidates, or cast them all for one candidate.

So for their 115 units, they got 230 votes.

Nope....each every year membership interest holds 2 "A" shares while each every other year interest holds 1 "A" share

 

[lovearuba]

B votes

4.1 through 4.6 covers this...if you dont have it send me a pm and I'll email it to you

thanks, I found it.

 

[SueDonJ]

Nope....each every year membership interest holds 2 "A" shares while each every other year interest holds 1 "A" share

Hmmmmm. So does that mean you get two proxy ballots for your EY unit, for every voting matter before the BOD? Is there a similar form in your ownership papers to designate one of you as the Voting Member for the ownership interest, for purposes of those ballots?

 

[dioxide45]

Hmmmmm. So does that mean you get two proxy ballots for your EY unit, for every voting matter before the BOD? Is there a similar form in your ownership papers to designate one of you as the Voting Member for the ownership interest, for purposes of those ballots?

You wouldn't get two ballots but rather your one vote would be given two in the final tally. So if there are 6 people voting, 4 with EY, and 2 EOY. Say 3 EY people vote for candiate A (Candidate A has 6 votes), the other one EY and two EOY people vote for candidate B (dandidate B now has 4 votes). Even though they had the same number of people vote for each (three), candidate A wins.

 

[Luckybee]

Hmmmmm. So does that mean you get two proxy ballots for your EY unit, for every voting matter before the BOD? Is there a similar form in your ownership papers to designate one of you as the Voting Member for the ownership interest, for purposes of those ballots?

Dioxide answered the first question. If the A shares are owned by more than 1 "entity " then there must be a designation filed(or no vote by 1), unless the 2 shareholders are husband and wife in which case one can bind the other unless there is a specific non agreement. For example if both H and W show up at a meeting and they disagree, and no designation filed, then they lose that vote.

 

[SueDonJ]

Dioxide answered the first question. If the A shares are owned by more than 1 "entity " then there must be a designation filed(or no vote by 1), unless the 2 shareholders are husband and wife in which case one can bind the other unless there is a specific non agreement. For example if both H and W show up at a meeting and they disagree, and no designation filed, then they lose that vote.

Yes, that sounds similar to the same stipulations to which we signed. That's why I thought about whether or not a husband and wife would count as two signatures on a petition to the BOD, or is each unit somehow designated only one "petitioning member?" I have no idea if such a thing exists or where it would be found in the paperwork; it's just a continuation of the thought.

 

[ecwinch]

Nope....each every year membership interest holds 2 "A" shares while each every other year interest holds 1 "A" share

Ok. Not having access to the by-laws, it sounded like cumulative voting like I described.

So what is the story on the B votes?

 

[Luckybee]

Ok. Not having access to the by-laws, it sounded like cumulative voting like I described.

So what is the story on the B votes?

What are you asking?

 

[SueDonJ]

What are you asking?

I can't speak for Eric, but I'll repeat my questions about the objections to Marriott voting the B shares during that election:

Is there something written into the contracts somewhere that expressly prohibits them from doing so?

Or, what specifically are you reading in the by-laws that tells you the "intent and spirit" of their ownership of those 1,500 B shares was violated, and/or that the "violation" is not contractually enforceable?

 

[Luckybee]

Sue...I am prepared to answer non contentious things about the bylaws...but Im not about to get into a debate about them which is without doubt what would happen if I answered that question...let's just say that I think someone else will answer that question in a different "forum" at a later date

 

[ecwinch]

What are you asking?

In a perfect world, I would want to see all provisions that apply to the B shares.

As we live in a less than perfect world, what specific wording in 4.1 - 4.6 applies to the B shares. I am assuming there must be a formula in their outlining how many they receive, and what the basis for the shares are, and any limitations.

The whole concept that someone who does not pay m/f, has a vote in the HOA elections is foreign to me. Just trying to understand it.

 

[lovearuba]

Is it that difficult?

In a perfect world, I would want to see all provisions that apply to the B shares.

As we live in a less than perfect world, what specific wording in 4.1 - 4.6 applies to the B shares. I am assuming there must be a formula in their outlining how many they receive, and what the basis for the shares are, and any limitations.

The whole concept that someone who does not pay m/f, has a vote in the HOA elections is foreign to me. Just trying to understand it.

I would think that the language in Marriott documents are very similar. You own a Marriott? Do your governing documents have a section on voting? If so they probably refer to B shares. I know they would not be exact but they are probably similar. As for the B shares being used with payment of M/f, I don't think that is the case. I recall reading something about some fees related to the B shares. I can look tonight.

 

[modoaruba]

And if you hold the bylaws under a candle after spraying it with Marriott's secret spray(which is available for 3M Marriott points) you will see the paragraph talking about the double secret C shares.
It's a bummer. They can never be outvoted.

 

[ecwinch]

And if you hold the bylaws under a candle after spraying it with Marriott's secret spray(which is available for 3M Marriott points) you will see the paragraph talking about the double secret C shares.
It's a bummer. They can never be outvoted.

Good one.....

 

[ecwinch]

I would think that the language in Marriott documents are very similar. You own a Marriott? Do your governing documents have a section on voting? If so they probably refer to B shares. I know they would not be exact but they are probably similar. As for the B shares being used with payment of M/f, I don't think that is the case. I recall reading something about some fees related to the B shares. I can look tonight.

I bought resale, so I do not a copy of the by-laws. Also, I would not presume they follow the same form used in the US. They would have to conform to applicable Dutch law.

But it merits investigation. Does anyone have a copy of any MVCI resort by-laws in electronic format that they can send me? Pretty please....

 

[SueDonJ]

Does anyone have a copy of any MVCI resort by-laws in electronic format that they can send me?

An owner (TUG member Davidvel) posted a link to Shadow Ridge documents in another thread here, not sure if you'll find anything but it's the only electronic source I know of ...

 

[SueDonJ]

An owner (TUG member Davidvel) posted a link to Shadow Ridge documents in another thread here, not sure if you'll find anything but it's the only electronic source I know of ...

from page 15 of the Master Declaration in that link:

"3.3 VOTING.

(a) Number of Votes. The Master Association shall have two classes of voting membership:

Class A. Class A Members shall be all Owners except Declarant and shall be entitled to the voting power equal, for each Lot owned, to the Allocation attributable to such Lot. ...

Class B. The Class B Member shall be the Declarant who shall be entitled to voting power equal to three times the Allocation attributable to each Lot owned. ..."

That's enough to get started; obviously the contained definition of "Allocation" is the next step, and then on to units owned, etc. But this is enough to verify, I think, that there are such things as B Shares and corresponding votes. The specifics of their entitlement as it pertains to Aruba Ocean Club and that particular election can only be found, though, in the corresponding Master Declaration.

[Edit:] About three-quarters of the way down that PDF file of the Master Declaration, "Exhibit E" is "STANDARDS FOR CALCULATING THE ALLOCATION." Good luck!

 

[qlaval]

A few weeks ago I did sent a letter to Arne Sorenson complaining and requesting some explanations about how Marriott justified the use of their B votes.

I've just received today a nice & very polite letter from Dirk Schavemaker.(Thank you)
I will share the part that relate to the B shares.

In accordance with the Aruba Ocean Club Association Bylaws, MVCI is allocated 1,500 votes per open director position as the owner of the B Shares associated with the commercial spaces at Aruba Ocean Club. In addition, at the time of the Annual Meeting, MVCI was entitled to an additional 230 votes per open director position in respect of Aruba Ocean Club weeks owned by MVCI. Other examples of MVCI exercising its voting rights at Aruba Ocean Club include the 2003 Annual Meeting. While MVCI has not always exercised its voting rights at Aruba Ocean Club or its other timeshare resorts, it reserves the right to do so in its discretion. At the recent Annual Meeting, MVCI cast its votes in favor of Mr. Frank Knox and Mr. Anthony Lifrieri.

At the time of the Annual Meeting there were approximately 24,000 votes per open director position eligible to be cast (for a total of approximately 48,000 total votes since there were two open director positions). Approximately 13,000 total votes were cast in person or by proxy at the Annual Meeting. Just under 7,000 votes were cast by owners other than MVCI prior to the Annual Meeting, and the tally of these votes gave Mr. Frank Knox the lead going into the Annual Meeting. These votes, together with votes cast at the meeting, resulted in Mr. Knox’s election. With respect to the second open Board position, Mr. Anthony Lifrieri received a substantial number of votes from owners other than MVCI prior to the Annual Meeting and received the most number of votes from owners other than MVCI at the Annual Meeting. These votes resulted in Mr. Lifrieri’s election.

The official results of the election will be reflected in the minutes for the Annual Meeting. The minutes will be available to all Aruba Ocean Club owners upon finalization and approval by the Board.

 

[Sunbum]

It appears we all got the same form letter.....again.

 

[ecwinch]

It appears we all got the same form letter.....again.

Yeah, Dirk should be writing personalized letters targeted to each owner.

 

[lovearuba]

peronalized letters

Yeah, Dirk should be writing personalized letters targeted to each owner.

The letters are form letters. I got one and he neglected to answer one of my concerns, it sounds like he didnt read it. I responded back reminding him since my concern is not on this thread anywhere and I did not want to share it with anyone here. I responded to the letter reminding him that he missed one of the areas I requested he respond to. I am not expecting an answer but I can still ask.

 

[ecwinch]

So the net on the mystery of the "B" votes, is that Marriott retains ownership of certain common areas (like the Champions sports bar, etc.). So the "B" votes are based on ownership of those areas, and not that they lease them (as was originally reported and did not make sense).

Does anyone else read this differently?

 

[ecwinch]

Here also are some general observations on why the Shadow Ridge documents may not follow the OC:

First, you have US vs Aruba law.

So the second general assumption (and potentially flawed) is that the OC is following the form of the Shadow Ridge. Since Shadow Ridge has a golf course that is tied to the property and is a major part of the resort, they hold significant control over the Master Association of Shadow Ridge. This would not be the same at the OC, due to the absence of the golf course.

Second, Shadow Ridge is a mixed used resort, with a combination of timeshare and condo units. It is governed by a Master Association, of which there is a Condo Association and the Declarant. The Timeshare Association is most likely part of the Condo Association, based on a certain number of Condo units being devoted to the Timeshare program. Is this same for the OC?

What I cannot open is the Timeshare Declaration. Can anyone else open this document?

Does that document contain the By-Laws? That is the key document in BoD elections. Declarations represent the legal document defining the resort development. They outline the rights, responsibilities, and obligations of the respective parties (Developer/Declarant, HOA, and owner). The by-laws are subordinate to the Declaration for legal purposes. The By-Laws define how the HOA is governed. That is the key document here, and the one we would need to understand.

 

[SueDonJ]

... What I cannot open is the Timeshare Declaration. Can anyone else open this document?

Try this direct link to the open PDF.

Does that document contain the By-Laws? That is the key document in BoD elections. Declarations represent the legal document defining the resort development. They outline the rights, responsibilities, and obligations of the respective parties (Developer/Declarant, HOA, and owner). The by-laws are subordinate to the Declaration for legal purposes. The By-Laws define how the HOA is governed. That is the key document here, and the one we would need to understand.

I don't think it includes the By-Laws. But it wouldn't matter anyway, because as you've pointed out, what applies to one resort cannot be generally applied to another.

And doesn't all this just drive the point home, that it's necessary to have a qualified legal representative involved?