2006 ELECTION PROBLEM SUMMARY
1. WorldMark, the Club is
governed by a Board of Directors, elected by the general membership, who are
charged with representing the interest of the owners.
Problem: The BOD has always
been dominated by executives of Trendwest or its parent companies, Cendant and
Wyndham Vacation Ownership. Trendwest is
the developer and the manager for the club.
One of the primary responsibilities of the BOD is to negotiate and
administer the Development and Management contracts on behalf of the Club. How can they honor their fiduciary
responsibility to the Owners with this clear conflict of interest?
2. “BYLAWS OF WORLDMARK THE
CLUB: Article 4.4(b) Nomination. The Board shall prescribe reasonable
procedures and opportunities for nomination of Directors, communication by nominees with the Members as to qualification and
reasons for candidacy and solicitation of votes, and for elections.”
(emphasis added)
2005 Election:
a. Candidate
b.
Candidate
2. May issue Destinations magazine announces open
nominations, with a deadline of
Problem: WorldMark is ALREADY encouraging owners to
immediately return their completed ballots upon receiving them, without
allowing any time for candidates to contact owners or for owners to discuss the
election.
3.
4.
5. September 7; voting
materials are emailed to those who signed up to receive them online. ( http://www.wmowners.com/forum/viewtopic.php?t=7672
)
Problem: Text of
email accompanying materials includes the following:
“In order to
ensure that the Club is able to make changes that will aid in keeping the Club
operating for you, the Owners, we have a three-year proxy. Your three-year
proxy is very important; it will let us know that we have the adequate number
of votes to make choices to operate the Club in a businesslike fashion on
issues facing the Club.
Your proxy ballot form carries an option to assign the WorldMark Board of
Directors your 3-year proxy. If marked, your proxy will be good for three (3)
years from the date of signing. You can revoke your proxy at any time by
writing and telling us to revoke the proxy, or by voting on the proxy ballot
sent to you each time a vote is required from the Owner base. The proxy may
also be revoked by your attendance at the annual meeting and the casting of
your vote there.”
This suggests that only proxies assigned to the Board
will help in achieving a quorum, when in fact proxies assigned to any
individual will accomplish that.
Individual proxies are not even mentioned, despite the fact that Abdouch
informed the Board following the 2005 election that he would be soliciting
proxies in 2006.
Problem: “Proxy Instructions – 2006” page contains
instructions for assigning a three-year ballot to the
Problem: Ballot lists
candidates in preferential order, listing and identifying incumbents
first. Studies have shown ( http://polmeth.wustl.edu/retrieve.php?id=18
) that ballot order and incumbency status have a direct influence on election
outcomes.
Problem: Telephone and
Internet options are given for casting votes or for assigning proxies. An owner trying to assign his proxy to
someone other than the Board of Directors found that it was not possible to do
so via telephone or internet. To name an
individual as proxy agent, the owner has to print out the emailed ballot, fill
it out by hand, and mail it in. Process
clearly favors assigning proxies to the Board.
Problem: Voting online or by telephone requires one to
enter a “control number”. If mailing in
proxy assignment, there is no place to enter a name, owner number, or “control
number”. Votes are “weighted” according
to account size; without positive identification on the ballot, how can they
assign the proper weight?
6.
Problem: Explanation mentions
missing fields for owner number and control number, but still does not address
issue of assigning proxy to an individual.
7.
Problem: TW has offered an
incentive of entry into a drawing for a 1 week vacation for any ballots
received by October 6. Owners receiving
their information just ten days before the drawing deadline are much more
likely to vote by telephone or internet, if at all, in order to make the 10/6
deadline. Telephone and internet voting
gives advantage to the Board of Directors as mentioned above. TW announces online that the deadline for the
drawing will be extended to Oct 13, but the materials arriving in mailboxes
still say October 6.
8.
Problem: (Aside from the
obvious) If owners did not list a return
address on their envelopes, they will not be returned if undeliverable. They simply disappear. How will we know whether our votes have been
received and recorded?
9.
Problem: There is no way to know how many ballots were
mailed in but not received and not returned.
If a percentage of ALL ballots were missing, it would not be a
problem. But only mailed ballots were
affected. As mail was the only way to
assign a proxy to an individual, this puts those trying to assign such a proxy
at an unfair disadvantage.
10.
Problem: A very small percentage of owners frequent
the online forum. That small percentage
will be reached by this message, if they choose to read it, but what about the
majority of owners who still do not know? (Continuation of #8, above.)
11.
Problem: Confirms that even
“business reply envelopes” with clearly legible return addresses are
“disappearing”.
12.
13.
Problem: They have gone to
the effort of contacting all owners with email addresses on file and urging
them to vote. But they STILL do not
mention that not all ballots are being received!
14.
Problem: This owner wants to
assign his proxies to an individual, which cannot be done online.
15.
Problem: The email says that it is going out to owners
for whom ComputerShare does not show a ballot received as of
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