2007 LETTER TO ELECTION COMMITTEE
The following is a letter I sent to the WorldMark Election Committee in 2007.
c/o John Henley, Chair
Dear Election Committee,
I congratulate the Board of
Directors on their decision to form a Committee to oversee this year’s
election. I urge the Committee to pay
particular attention to the following issues, which have posed problems in
previous elections.
1. Equity of voting process Our WorldMark, the Club Bylaws (section 3.2d)
give owners the option of voting through agent or agents designated by a
written proxy. In last year’s election,
owners were able to assign their proxies to the Board of Directors via
telephone or internet, but assigning a proxy to an individual required that the
owner sign and mail in a physical proxy form.
This is clearly a prejudicial process.
Telephone and internet must be offered as options for all proxy
assignments or for none.
2. Form of Voting Materials The ballots included in last year’s initial
electronic voting materials had no means for identifying the owner. Votes or proxies cast online included a code
or cookie for owner identification, but physically printed and mailed ballots
did not. All voting materials, whether
electronic or hard copy, must give complete and unbiased instructions for
assignment of proxy and identification of owner.
In addition, the ballots have historically listed the
candidates in a preferential order, with the incumbents listed first and
identified as incumbents, then the contenders listed in order of years of
ownership. Studies have shown that
ballot order and incumbency status have a direct influence on election
outcomes. (See for example Shaken, Not Stirred: Evidence on
Ballot Order Effects from the California Alphabet Lottery, 1978 – 2002,
Daniel E. Ho, Department of Government, Harvard
University, Yale Law School and
Kosuke Imai, Department of Politics, Princeton
University; January 21, 2004. http://polmeth.wustl.edu/retrieve.php?id=18) To maintain the integrity of the election,
candidates MUST be listed in a random order and without the “incumbent”
designation.
3. US Mail Irregularities Last year there were significant problems
with mailed ballot forms not being received by Computershare. Only those owners who were actively tracking
proxies were even aware of the problem – there is no way to know how many
ballots were simply lost in the mail and therefore not counted in the election.
I recognize that neither
WorldMark nor Computershare was responsible for the lost ballots. However, I was disappointed in the response
once the problem was discovered. No
attempt was made to alert the general ownership of the problem, and no means for
verifying receipt of a ballot was provided until the very end of the election
time frame.
To avoid the problem this
year, I expect to see a system whereby owners can verify that their ballots
have been received and recorded. Because
each owner has a unique Owner Number, it should be a fairly simple matter to
set up an online or telephone system whereby an owner can enter his/her number
to learn whether or not his/her ballot has been recorded. The instructions for verifying ballot receipt
should be included in the initial voting information and listed on the
WorldMark the Club website under the annual meeting / election information. Alternatively,
the ballots could include a check box for “please send me a confirmation email
when my ballot has been received and recorded”, with space to enter an email
address. I do recognize that there will
be an additional cost involved in implementing either system, but it would be a
worthy investment in ensuring that the election is truly complete and
fair. It would also make immeasurable
progress in the owners’ confidence that our Board of Directors is indeed making
every reasonable effort to ensure that every owner’s vote is counted.
4. Candidate communication with owners Section 4.4(b) of the Bylaws states that “The Board shall prescribe
reasonable procedures and opportunities for nomination of directors, communication by nominees with the
Members as to qualifications and reasons for candidacy and solicitation of votes, and for elections.”
(emphasis added). The California Corporations Code also mandates that “the election shall take place by
means of a procedure which allows all nominees a reasonable opportunity to solicit votes and all members
a reasonable opportunity to choose among the nominees” (section 7522(b)) and “A nominee shall have a
reasonable opportunity to communicate to the members the nominee's qualifications and the reasons for
the nominee's candidacy” (section 7522(c)).
In the past, candidates have been allowed a very short
statement in the election materials and the Destinations
magazine, and two to three minutes at the annual election. There has been no provision for owners to
communicate directly with candidates and ask questions. (The 2005 election did have a Q&A feature
on the WorldMark the Club forum, but it was heavily moderated and did not allow
for any follow-up questions or discussion.
In 2006, even that limited access to candidates was removed.)
Can you imagine our government holding elections where
the only information available to voters was a 150-word statement from each
candidate, which is handed out with the ballot itself? Of course not. The premise behind popular election is that
individuals have the capacity, when given access to all of the facts, to make
an intelligent and informed decision.
The key is that individuals must be given access to the information before being asked to make a decision. I
expect that in our “information age” owners will be given the opportunity to
interact with each candidate through an internet forum and/or through email. Some have expressed concern that such access
would be a burden on the candidates; I contend that a candidate who does not
have time to respond to owners during the campaign does not have time to serve
on our Board of Directors.
5. Announcement
of Candidates Your call for
nominations states that “The WorldMark Board of Directors will announce its
selection of candidates in the Annual Owners Meeting notice materials, which
will be mailed to all owners in August.”
Again, this provides NO time for owners to learn about the candidates
and the issues at hand, nor for candidates to communicate with the owners as
mandated in Section 4.4(b) of the Bylaws and in California Corporate Code. Your announcement suggests that even the
nominees will not know whether they have been accepted as candidates until the
voting materials are prepared.
6. Candidate
Selection Criteria That same call
for nominations spells out criteria which the Committee will use to evaluate
each nominee and make recommendations to the Board, and states that the Board
will be selecting the final candidates.
I again refer you to Section 4.4(b).
That section of our Bylaws states that the Board “shall prescribe
reasonable procedures and opportunities for nomination of directors”. It does NOT say that the Board can select the
candidates. The selection criteria that
have been published could be interpreted as extremely biased toward continued
Developer control of our HOA Board of Directors. I urge the committee to be cautious of the perception
of inappropriate Developer influence in the selection of the final candidates.
7. Incentives
to submit ballots WorldMark has
traditionally offered a vacation drawing as an incentive for submitting ballot
forms prior to the annual meeting. I
understand the need to establish a Quorum prior to the meeting, and I have no
objection to use of a drawing to increase election participation. However, it must be made clear on the
election materials and in the contest promotion materials that ALL ballots or
proxy forms returned by the given date will be eligible for the contest. If there is any indication, whether explicit
or by omission, that only proxies assigned to the current Board will qualify
for the contest, then that gives an unfair advantage in the election process.
I wish to make it clear that I do NOT have any desire
to “disengage the developer from its management agreement
and the sales and marketing contract” (from the announcement of Dave Herrick’s
appointment to the Board), and I would neither promote nor vote in favor of
such a move. I believe that our
Developer/Manager is doing a remarkable job, and should continue in that
capacity. What I do desire is truly free
and equitable elections, without any inappropriate influence by the
Developer/Manager. Personally, I want to
see a Board of Directors that is completely independent of the
Developer/Manager with which it contracts and which it is charged to oversee,
but that is not my decision to make.
Only a completely unbiased election can show us the true desire of the
owners who make up WorldMark, the Club.
I again congratulate the Board on
its decision to create an election committee, and I urge that committee to hold
itself, our Board, and the election process to the highest standards of
impartiality and ethical conduct.
Respectfully,
Marci Tribe
WorldMark owner since 2001
copy: Kathy Haegerty
Inspector
of Elections
Computershare
Via email
